Exhibit 4.1

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

                                 PSEG Power LLC
                                PSEG Nuclear LLC
                                 PSEG Fossil LLC
                       PSEG Energy Resources and Trade LLC

                                       To

                              The Bank of New York,

                                     Trustee

                                    Indenture

                           Dated as of April 16, 2001

                                   ----------

                           Providing for the Issuance

                                       of

                             Senior Debt Securities

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


<PAGE>

                              PSEG POWER LLC, et al

           Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of April 16, 2001

Trust Indenture
Indenture Act Section                                                 Section

subsection 310(a)(1)..................................................  607
(a)(2)................................................................  607
(b)...................................................................  608
subsection 312(c).....................................................  701
subsection 314(a).....................................................  703
(a)(4)................................................................ 1005
(c)(1)................................................................  102
(c)(2)................................................................  102
(e)...................................................................  102
subsection 315(b).....................................................  601
subsection 316(a) (last sentence).....................................  101
("Outstanding").......................................................  101
(a)(1)(A).............................................................  502, 512
(a)(1)(B).............................................................  513
(b)...................................................................  508
subsection 317(a)(1)..................................................  503
(a)(2)................................................................  504
subsection 318(a).....................................................  111
(c)...................................................................  111

----------

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


<PAGE>

                                Table of Contents

                                                                            Page
                                                                            ----

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions....................................................2
SECTION 102.  Compliance Certificates and Opinions..........................15
SECTION 103.  Form of Documents Delivered to Trustee........................16
SECTION 104.  Acts of Holders...............................................16
SECTION 105.  Notices, etc., to Trustee, Company and
                Subsidiary Guarantors.......................................18
SECTION 106.  Notice to Holders; Waiver.....................................19
SECTION 107.  Effect of Headings and Table of Contents......................20
SECTION 108.  Successors and Assigns........................................20
SECTION 109.  Severability Clause...........................................20
SECTION 110.  Benefits of Indenture.........................................20
SECTION 111.  Governing Law.................................................20
SECTION 112.  Legal Holidays................................................21
SECTION 113.  No Personal Liability.........................................21

                                   ARTICLE TWO
                                SECURITIES FORMS

SECTION 201.  Forms of Securities...........................................21
SECTION 202.  Form of Trustee's Certificate of Authentication...............22
SECTION 203.  Securities Issuable in Global Form............................22

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series..........................23
SECTION 302.  Denominations.................................................26
SECTION 303.  Execution, Authentication, Delivery and Dating................27
SECTION 304.  Temporary Securities..........................................29
SECTION 305.  Registration, Registration of Transfer and Exchange...........31
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..............35
SECTION 307.  Payment of Interest; Interest Rights Preserved;
                Optional Interest Reset.....................................36
SECTION 308.  Optional Extension of Maturity................................39
SECTION 309.  Persons Deemed Owners.........................................40
SECTION 310.  Cancellation..................................................40
SECTION 311.  Computation of Interest.......................................41
SECTION 312.  CUSIP Numbers.................................................41


                                      (i)
<PAGE>

                                                                            Page
                                                                            ----

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.......................41
SECTION 402.  Application of Trust Funds....................................43

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.  Events of Default.............................................43
SECTION 502.  Acceleration of Maturity; Rescission and Annulment............45
SECTION 503.  Collection of Indebtedness and Suits for
                Enforcement by Trustee......................................46
SECTION 504.  Trustee May File Proofs of Claim..............................47
SECTION 505.  Trustee May Enforce Claims Without Possession of
                Securities or Coupons.......................................48
SECTION 506.  Application of Money Collected................................48
SECTION 507.  Limitation on Suits...........................................48
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                Premium, and Interest.......................................49
SECTION 509.  Restoration of Rights and Remedies............................49
SECTION 510.  Rights and Remedies Cumulative................................49
SECTION 511.  Delay or Omission Not Waiver..................................50
SECTION 512.  Control by Holders of Securities..............................50
SECTION 513.  Waiver of Past Defaults.......................................50
SECTION 514.  Waiver of Stay or Extension Laws..............................50
SECTION 515.  Notice of Defaults............................................51

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities...........................51
SECTION 602.  Certain Rights of Trustee.....................................52
SECTION 603.  Not Responsible for Recitals or Issuance of Securities........54
SECTION 604.  May Hold Securities...........................................54
SECTION 605.  Money Held in Trust...........................................54
SECTION 606.  Compensation and Reimbursement................................54
SECTION 607.  Corporate Trustee Required; Eligibility.......................55
SECTION 608.  Resignation and Removal; Appointment of Successor.............55
SECTION 609.  Acceptance of Appointment by Successor........................57
SECTION 610.  Merger, Conversion, Consolidation or
                 Succession to Business.....................................58
SECTION 611.  Appointment of Authenticating Agent...........................58


                                      (ii)
<PAGE>

                                                                            Page
                                                                            ----

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Disclosure of Names and Addresses of Holders..................60
SECTION 702.  Reports by Trustee............................................60
SECTION 703.  Reports by Company............................................60
SECTION 704.  Calculation of Original Issue Discount........................61

                                  ARTICLE EIGHT
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801.  Company May Consolidate, etc., Only on Certain Terms..........61
SECTION 802.  Successor Person Substituted..................................62

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders............62
SECTION 902.  Supplemental Indentures With Consent of Holders...............64
SECTION 903.  Execution of Supplemental Indentures..........................65
SECTION 904.  Effect of Supplemental Indentures.............................65
SECTION 905.  Conformity With Trust Indenture Act...........................66
SECTION 906.  Reference in Securities to Supplemental Indentures............66
SECTION 907.  Notice of Supplemental Indentures.............................66

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest...........66
SECTION 1002. Maintenance of Office or Agency...............................66
SECTION 1003. Money for Securities Payments to be Held in Trust.............68
SECTION 1004. Additional Amounts............................................69
SECTION 1005. Limitation on Liens...........................................70
SECTION 1006. Limitation on Sale of Assets..................................72
SECTION 1007. Limitation on Dividends and Other Payment Restrictions........73
SECTION 1008. Limitations on Obligations....................................74
SECTION 1009. Guaranty of ER&T Obligations..................................75
SECTION 1010. Payment of Dividends by ER&T to the Company...................75
SECTION 1011. Statement as to Compliance....................................75
SECTION 1012. Waiver of Certain Covenants...................................75


                                      (iii)
<PAGE>

                                                                            Page
                                                                            ----

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article......................................76
SECTION 1102. Election to Redeem; Notice to Trustee.........................76
SECTION 1103. Selection by Trustee of Securities to be Redeemed.............76
SECTION 1104. Notice of Redemption..........................................76
SECTION 1105. Deposit of Redemption Price...................................78
SECTION 1106. Securities Payable on Redemption Date.........................78
SECTION 1107. Securities Redeemed in Part...................................79

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. Applicability of Article......................................79
SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.........79
SECTION 1203. Redemption of Securities for Sinking Fund.....................80

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article......................................80
SECTION 1302. Repayment of Securities.......................................80
SECTION 1303. Exercise of Option............................................81
SECTION 1304. When Securities Presented for Repayment
                Become Due and Payable......................................81
SECTION 1305. Securities Repaid in Part.....................................82

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Applicability of Article; Company's Option to
                Effect Defeasance or Covenant Defeasance....................82
SECTION 1402. Defeasance and Discharge......................................83
SECTION 1403. Covenant Defeasance...........................................83
SECTION 1404. Conditions to Defeasance or Covenant Defeasance...............84
SECTION 1405. Deposited Money and Government Obligations to be
                Held in Trust; Other Miscellaneous Provisions...............85

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May be Called.....................86
SECTION 1502. Call, Notice and Place of Meetings............................86
SECTION 1503. Persons Entitled to Vote at Meetings..........................86


                                      (iv)
<PAGE>

                                                                            Page
                                                                            ----


SECTION 1504. Quorum; Action................................................87
SECTION 1505. Determination of Voting Rights; Conduct and
                Adjournment of Meetings.....................................88
SECTION 1506. Counting Votes and Recording Action of Meetings...............89

                                 ARTICLE SIXTEEN
                               SUBSIDIARY GUARANTY

SECTION 1601. Subsidiary Guaranty...........................................89

ACKNOWLEDGEMENTS

EXHIBIT A - FORMS OF CERTIFICATION..........................................A-1

EXHIBIT B - FORM OF SUBSIDIARY GUARANTY.....................................B-1

                                      (v)
<PAGE>

      INDENTURE, dated as of April 16, 2001, among PSEG POWER LLC, a Delaware
limited liability company (hereinafter called the "Company"), having its
principal office at 80 Park Plaza, Newark, NJ 07102, PSEG NUCLEAR LLC, a
Delaware limited liability company (hereinafter called "Nuclear"), having its
principal office at 80 Park Plaza, Newark, NJ 07102, PSEG FOSSIL LLC, a Delaware
limited liability company (hereinafter called "Fossil"), having its principal
office at 80 Park Plaza, Newark, NJ 07102, PSEG ENERGY RESOURCES AND TRADE LLC,
a Delaware limited liability company (hereinafter called "ER&T"), having its
principal office at 80 Park Plaza, Newark, NJ 07102, and THE BANK OF NEW YORK, a
New York banking corporation as Trustee (hereinafter called the "Trustee"),
having a Corporate Trust Office at 101 Barclay Street, Floor 21 West, New York,
New York 10286, Attention: Corporate Trust Trustee Administration.

                             RECITALS OF THE COMPANY

      The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Securities") evidencing
its unsecured and unsubordinated indebtedness, which may or may not be
convertible into or exchangeable for any securities of any Person (including the
Company), and has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Securities, unlimited as to
principal amount, to bear such rates of interest, to mature at such times and to
have such other provisions as shall be fixed as hereinafter provided.

      For value received, the execution and delivery by Nuclear, Fossil and ER&T
of this Indenture to provide for the Guarantees (as defined herein) in respect
of Guaranteed Securities (as defined herein) has been duly authorized. All
things necessary to make this Indenture a valid agreement of each of Nuclear,
Fossil and ER&T, in accordance with its terms, have been done.

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


<PAGE>

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein, and the terms "cash transaction" and
      "self-liquidating paper", as used in TIA Section 311, shall have the
      meanings assigned to them in the rules of the Commission adopted under the
      Trust Indenture Act;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with Generally Accepted Accounting
      Principles (as defined herein); and

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

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

      "Acquired Obligations" means, with respect to any Person, (i) Obligations
of any other Person existing at the time the other Person is merged with or into
or became a Subsidiary of the Person, including, without limitation, Obligations
Incurred in connection with, or in contemplation of, the other Person merging
with or into or becoming a Subsidiary of the Person; and (ii) Obligations
secured by a Lien encumbering any asset acquired by the Person at the time the
asset is acquired by the Person.

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

      "Additional Amounts" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders specified therein and which are owing to such Holders.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or


                                       2
<PAGE>

indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

      "Asset Sale" means any sale, transfer, conveyance, lease or other
disposition (including by way of merger, consolidation or sale-leaseback) by the
Company or any Restricted Subsidiary to any Person (other than to the Company or
a Restricted Subsidiary and other than in the ordinary course of business) of
any Capital Stock or other Property of the Company or of any Restricted
Subsidiary (including Capital Stock of Subsidiaries). The term "Asset Sale" will
not include (i) any sale, transfer, conveyance, lease or other disposition of
Property governed by Section 801 hereunder and (ii) any transaction or series of
related transactions consisting of the sale, transfer, conveyance, lease or
other disposition of Capital Stock or other Property with a Fair Market Value
aggregating less than $50 million in any fiscal year. The term "Asset Sale" also
will not include (a) the grant of or realization upon a Lien permitted under
Section 1005 hereunder or the exercise of remedies thereunder and (b) sales of
fuel, capacity, energy (including, but not limited to, electric power, natural
gas and coal), environmental credits or entitlements, related transportation
services and other related services by ER&T and its Permitted Hedging
Obligations as permitted by Section 1008 hereunder.

      "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as
at the time of determination, the present value (discounted at a rate per annum
equal to the weighted average interest rate of all Outstanding Securities
compounded semi-annually) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended).

      "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

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

      "Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer.

      "Board of Directors" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act on
behalf of that board.

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


                                       3
<PAGE>

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

      "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distribution of assets of, the
issuing Person.

      "Capitalized Lease" means as applied to any Person, any lease of any
Property of which the discounted present value of the rental obligations of such
Person as lessee, in conformity with Generally Accepted Accounting Principles is
required to be capitalized on the balance sheet of such Person.

      "Capitalized Lease Obligations" means, as to any Person, all rental
obligations as lessee which, under Generally Accepted Accounting Principles, are
or will be required to be capitalized on the books of such Person or any of its
Subsidiaries, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

      "Clearstream" means Clearstream Banking, societe anonyme, or its
successor.

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

      "Commodity Trading Obligations," with respect to any Person, means the
Obligations of such Person under (i) any commodity swap agreement, commodity
future agreement, commodity option agreement, commodity cap agreement, commodity
floor agreement, commodity collar agreement, commodity hedge agreement, and any
put, call or other agreement or arrangement, or combination thereof, designed to
protect such Person against fluctuations in commodity prices or (ii) any
commodity swap agreement, commodity future agreement, commodity option
agreement, commodity hedge agreement, and any put, call or other agreement or
arrangement, or combination thereof (including an agreement or arrangement to
hedge foreign exchange risks) in respect of commodities entered into by the
Company pursuant to asset optimization and risk management policies and
procedures adopted in good faith by the Board of Directors.

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

      "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman, the
President or a Vice President, the


                                       4
<PAGE>

Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

      "Consolidated Current Liabilities," as of the date of determination, means
the aggregate amount of liabilities on a consolidated basis which may properly
be classified as current liabilities (including taxes accrued as estimated) of
the Company and its Restricted Subsidiaries, after eliminating (i) all
inter-company items between the Company and any consolidated Restricted
Subsidiary, (ii) all current maturities of long-term indebtedness, all as
determined in accordance with Generally Accepted Accounting Principles and (iii)
all liabilities attributable to Subsidiaries that are not Restricted
Subsidiaries.

      "Consolidated Net Tangible Assets" means, as of any date of determination,
the total amount of assets (less accumulated depreciation or amortization,
allowances for doubtful receivables, other applicable reserves and other
properly deductible items in accordance with Generally Accepted Accounting
Principles) which would appear on a consolidated balance sheet of the Company
and its Restricted Subsidiaries, determined on a consolidated basis in
accordance with Generally Accepted Accounting Principles, consistently applied,
and after giving effect to purchase accounting and after deducting therefrom, to
the extent otherwise included, the amounts of: (i) Consolidated Current
Liabilities; (ii) excess of cost over fair value of assets of businesses
acquired, as determined in good faith by the Board of Directors; (iii)
unamortized debt discount and expense and other unamortized deferred charges,
goodwill (including the amounts of investments in affiliates that consist of
goodwill), patents, trademarks, service marks, trade names, copyrights,
licenses, deferred project costs, organizational or other development expenses
and other intangible items; (iv) treasury stock; (v) any cash set apart and held
in a sinking or other analogous fund established for the purpose of redemption
or other retirement of Capital Stock to the extent such obligation is not
reflected in Consolidated Current Liabilities; and (vi) all assets attributable
to Subsidiaries that are not Restricted Subsidiaries (including Capital Stock
thereof), except to the extent of dividends or distributions received from such
Subsidiaries.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Trustee Administration, or such
other address as the Trustee may designate form time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as successor Trustee may designate from
time to time by notice to the Holders and the Company).

      "Corporation" includes corporations, associations, companies, limited
liability companies and business trusts.

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

      "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.


                                       5
<PAGE>

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

      "Dollar", "Dollars" or "$" means a dollar or other equivalent unit in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.

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

      "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

      "Event of Default" has the meaning specified in Article Five.

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

      "Fair Market Value" means the price that would be paid by a purchaser to a
seller in an arms-length transaction.

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

      "Generally Accepted Accounting Principles" means generally accepted
accounting principles in the United States applied on a basis consistent with
the principles, methods, procedures and practices employed in the preparation of
the Company's audited financial statements, including, without limitation, those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.

      "Government Obligations" means securities which are (i) direct obligations
of the United States of America or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.


                                       6
<PAGE>

      "Guaranteed Securities" means a series of Securities made subject to a
Subsidiary Guaranty (as set forth in Article Sixteen) pursuant to Section 301.

      "Hedging Obligations" means, with respect to any Person, the obligations
of such Person under any interest rate or currency swap agreement, interest rate
or currency future agreement, interest rate cap or collar agreement, interest
rate or currency hedge agreement, and any put, call or other agreement or
arrangement designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

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

      "Incur" means, with respect to any Obligation, to directly or indirectly
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable for or with respect to, or become responsible for payment of,
contingently or otherwise, such Obligation. The term "Incurrence" has a
corresponding meaning.

      "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including the
provisions of the TIA that are deemed to be a part hereof, and shall include the
terms of particular series of Securities established as contemplated by Section
301; provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

      "Indexed Security" means a Security as to which all or certain interest
payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of other
securities, currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

      "Interest" means, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, interest payable
after Maturity, and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.


                                       7
<PAGE>

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

      "Issue Date", when used with respect to any Security, means the date on
which the Security is originally issued.

      "Lien" means any mortgage, pledge, hypothecation, charge, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security or similar agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing or similar statement or
notice filed under the UCC or any other similar recording or notice statute, and
any lease having substantially the same effect as any of the foregoing).

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

      "Net Cash Proceeds" from an Asset Sale is defined to mean cash payments
received (including any cash payments received by way of a payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received (including any cash received upon sale or disposition of any such note
or receivable), excluding any other consideration received in the form of
assumption by the acquiring Person of Obligations relating to the Property
disposed of in such Asset Sale or received in any form other than cash)
therefrom, in each case, net of (i) all legal, title and recording tax expenses,
commissions and other fees and expenses of any kind (including consent and
waiver fees and any applicable premiums, earn-out or working interest payments
or payments in lieu or in termination thereof) Incurred, (ii) all federal,
state, provincial, foreign and local taxes and other governmental charges
required to be accrued as a liability under Generally Accepted Accounting
Principles as a consequence of such Asset Sale, (iii) a reasonable reserve for
the after-tax cost of any indemnification payments (fixed and contingent)
attributable to seller's indemnities to the purchaser undertaken by the Company
or any of its Subsidiaries in connection with such Asset Sale, (iv) all payments
made on any Obligation that is secured by such Property, in accordance with the
terms of any Lien upon or with respect to such Property, or that must by its
terms or by applicable law or in order to obtain a required consent or waiver be
repaid out of the proceeds from or in connection with such Asset Sale and (v)
all distributions and other payments made to holders of Capital Stock of
Subsidiaries (other than the Company or its Restricted Subsidiaries) as a result
of such Asset Sale.

      "Non-Recourse Obligation" means, with respect to any Person, any financing
that is or was Incurred with respect to the development, acquisition, design,
engineering, procurement, construction, operation, ownership, servicing or
management of one or more facilities used or useful in a Permitted Business in
respect of which such Person has a direct or indirect interest, provided that
such financing is without recourse to any Person or Property other than to (i)
the Property that constitutes such facilities, (ii) the income from and proceeds
of such facilities, (iii)


                                       8
<PAGE>

the Capital Stock of, and other investments in, the Person that owns the
Property that constitutes any such facilities and (iv) the Capital Stock of, and
other investments in, any Person obligated with respect to such financing and of
any Subsidiary of such Person that owns a direct or indirect interest in any
such facilities.

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

      "Obligations" of any Person shall mean at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person arising under any conditional sale or other
title retention arrangement or otherwise to pay the deferred purchase price of
Property or services, (iv) all obligations of such Person Incurred in respect of
Attributable Debt associated with any Sale/Leaseback Transaction, Capitalized
Lease or Synthetic Lease, (v) all obligations of such Person under letters of
credit, (vi) all obligations of such Person under trade or bankers' acceptances,
(vii) all obligations of such Persons under Hedging Obligations and Commodity
Trading Obligations, (viii) trade payables in respect of fuel, labor, supplies
or other materials or services or the obligation to provide power, (ix)
Preferred Stock and Redeemable Stock issued to any Person other than the Company
or a Restricted Subsidiary, (x) all obligations of others secured by a Lien on
any asset of such Person, whether or not such obligations are assumed by such
Person and (xi) all obligations of others to the extent guaranteed by such
Person. The amount of any obligation shall be deemed to be the amount equal to
the stated or determinable amount thereof or, if not stated or determinable, the
maximum probable liability thereunder as determined by the Company in good
faith.

      "Officer" means the Chairman, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of the Company.

      "Officer's Certificate" means a certificate signed on behalf of the
Company by any one of its Officers and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company.

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

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

            (1) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;


                                       9
<PAGE>

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

            (3) Securities, except to the extent provided in Sections 1402 and
      1403, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article Fourteen; and

            (4) Securities which have been paid pursuant to Section 306 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301 and (iii) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

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

      "Permitted Business" means any business in which the Company or any of its
Subsidiaries is engaged on the date of this Indenture or any other power or
energy-related


                                       10
<PAGE>

business, including the business of acquiring, developing, owning or operating
electric power or thermal energy generation or cogeneration facilities, electric
power transmission, fuel supply and fuel transportation facilities, together
with their related power supply, thermal energy and fuel contracts and other
facilities, services or goods that are ancillary, incidental, complementary or
reasonably related to the marketing, trading, development, construction or
management servicing, ownership or operation of the foregoing.

      "Permitted Hedging Obligations" of any Person shall mean (i) Hedging
Obligations entered into in the ordinary course of business and in accordance
with such Person's established risk management policies that are designed to
protect such Person against, among other things, fluctuations in interest rates
or currency exchange rates and which in the case of agreements relating to
interest rates shall have a notional amount no greater than the payments due
with respect to the Obligations being hedged thereby and (ii) Commodity Trading
Obligations.

      "Permitted Liens" has the meaning specified in Section 1005.

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

      "Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified and as
contemplated by Sections 301 and 1002.

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

      "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of preferred or preference stock of such Person that is
outstanding or issued on or after the date of original issuance of the
Securities.

      "Property" of any Person is defined to mean all types of real, personal,
tangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person under Generally Accepted
Accounting Principles.

      "PSEG" means Public Service Enterprise Group Incorporated, a corporation
organized and existing under the laws of the State of New Jersey.


                                       11
<PAGE>

      "Rating Agencies" means Moody's Investors Service, Inc., Fitch, Inc. and
Standard & Poor's Ratings Services and any successors thereof.

      "Record Date" means, when used with respect to any Security, the Regular
Record Date, the Special Record Date or any date set to determine the Holders of
such Security entitled to vote, make a request, consent, receive a payment or
exercise any other right with respect to such Security.

      "Redeemable Stock" is defined to mean any class or series of Capital Stock
of any Person that by its terms or otherwise is (i) required to be redeemed
prior to the Stated Maturity of the Securities, (ii) redeemable at the option of
the holder of such Capital Stock at any time prior to the Stated Maturity of the
Securities or (iii) convertible into or exchangeable for Capital Stock referred
to in clause (i) or (ii) above or Obligations having a scheduled maturity prior
to the Stated Maturity of the Securities.

      "Redemption Date" means, when used with respect to any Security to be
redeemed, in whole or in part, the date specified for such redemption in
accordance with the terms thereof or by or pursuant to this Indenture.

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

      "Registered Security" means any Security which is registered in the
Security Register.

      "Regular Record Date" for the interest payable on any Interest Payment
Date for the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

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

      "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

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

      "Restricted Subsidiary" means only Fossil, Nuclear, ER&T and each other of
the Company's subsidiaries that subsequently executes and delivers a Subsidiary
Guaranty with respect to any Guaranteed Securities and is designated by the
Board of Directors by written notice to the Trustee as a Restricted Subsidiary.


                                       12
<PAGE>

      "Sale/Leaseback Transaction" means an arrangement relating to Property now
owned or hereafter acquired whereby the Company or one of its Subsidiaries
transfers the Property to a Person and leases it back from that Person, other
than leases for a term of not more than 12 months or between the Company and one
of its Wholly-Owned Subsidiaries that is a Restricted Subsidiary or between
Wholly-Owned Subsidiaries that are Restricted Subsidiaries.

      "Security" or "Securities" has the meaning stated in the first recital of
this Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

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

      "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

      "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

      "Subsidiary" means, with respect to any Person, (i) any corporation,
limited liability company, association or other business entity of which more
than 50% of the total voting power of Voting Stock is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or one or more Subsidiaries of such Person (or any combination
thereof).

      "Subsidiary Guarantors" means all current and subsequently designated
Restricted Subsidiaries.

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

      "Subsidiary Guarantor's Officer's Certificate" means a certificate signed
by the Chairman, the President or a Vice President (whether or not designated by
a number or a word or


                                       13
<PAGE>

words added before or after the title "vice president"), by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of a Subsidiary
Guarantor, and delivered to the Trustee.

      "Subsidiary Guarantor's Request" and "Subsidiary Guarantor's Order" mean,
respectively, a written request or order signed in the name of a Subsidiary
Guarantor by the Chairman, the President or a Vice President (whether or not
designated by a number or a word or words added before or after the title "vice
president"), by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of a Subsidiary Guarantor, and delivered to the Trustee.

      "Subsidiary Guaranty" means an unconditional guarantee by any Subsidiary
Guarantor of the payment of the principal of or any premium or interest on any
Guaranteed Securities, as more fully set forth in Article Sixteen, or a guaranty
by any Subsidiary Guarantor of any other Obligations incurred by the Company. A
form of Subsidiary Guaranty with respect to a Guaranteed Security is attached
hereto as Exhibit B.

      "Synthetic Lease" means (i) a lease pursuant to which the lessee is
treated as the owner of the Property subject to the lease for tax purposes,
whether or not such lease is treated as an operating lease for accounting
purposes or (ii) a lease treated as an operating lease for accounting purposes
but having at least three of the following characteristics, (a) the term of the
lease, inclusive of all renewal periods at the lessee's option, is greater than
75% of the useful life of the Property subject to the lease as estimated at the
inception of the Lease, (b) the lessee has the right to purchase such Property
at a fixed price, (c) the lessee's payments under the lease are calculated to
amortize and service the debt of the lessor incurred in order to acquire the
asset and (d) the lessor obtains 80% or more of the cost of the asset from
borrowed funds.

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

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

      "UCC" means the Uniform Commercial Code as from time to time in effect in
the relevant jurisdiction.

      "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.


                                       14
<PAGE>

      "United States person" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a Corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

      "Unrestricted Subsidiary" means a Subsidiary that is not a Restricted
Subsidiary.

      "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

      "Weighted Average Life to Maturity" means, when applied to any Obligations
at any date, the number of years obtained by dividing (i) the then outstanding
principal amount of such Obligations into (ii) the total of the product obtained
by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect thereof, by (b) the numbers of years (calculated to
the nearest one-twelfth) that will elapse between such date and the making of
such payment.

      "Wholly-Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company and/or
one or more of its Wholly-Owned Subsidiaries.

      SECTION 102. Compliance Certificates and Opinions. Upon any application or
request by the Company or any Subsidiary Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company or such Subsidiary
Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate or a Subsidiary Guarantor's Officer's Certificate, as the case may
be, stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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


                                       15
<PAGE>

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

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

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

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

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

      SECTION 104. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company and each Subsidiary Guarantor. Such instrument or


                                       16
<PAGE>

instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and
each Subsidiary Guarantor and any agent of the Trustee or the Company and each
Subsidiary Guarantor, if made in the manner provided in this Section. The record
of any meeting of Holders of Securities shall be proved in the manner provided
in Section 1506.

      (b) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may be
proved in any manner that the Trustee deems reasonably sufficient.

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

      (d) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depository, by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee, the Company and each Subsidiary Guarantor may assume
that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any other
manner that the Trustee deems sufficient.

      (e) If the Company or any Subsidiary Guarantor shall solicit from the
Holders of any Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company or any Subsidiary
Guarantor, as the case may be, may, at its option, in or pursuant to a Board
Resolution or a Subsidiary Guarantor's Board Resolution, as the case may be, fix
in advance a Record Date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company or any Subsidiary Guarantor, as the case may be, shall have no
obligation to do so. Notwithstanding TIA Section 316(c), such Record Date shall
be the Record Date specified in or pursuant to such Board Resolution or
Subsidiary Guarantor Board Resolution, as the case may be, which shall be a date
not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a Record Date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such Record Date, but only the Holders of record at the close of
business on such Record Date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed


                                       17
<PAGE>

or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such Record Date; provided that no such authorization, agreement
or consent by the Holders on such Record Date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the Record Date.

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

      SECTION 105. Notices, etc., to Trustee, Company and Subsidiary Guarantors.
Any notice, request or other communication required or permitted to be given
hereunder shall be in writing and delivered, telecopied or mailed by first-class
mail, postage prepaid, addressed as follows:

      if to the Company:

                  PSEG Power LLC
                  80 Park Plaza
                  P.O. Box 1171
                  Newark, New Jersey 07101
                  Facsimile No.: (973) 596-6309
                  Attention: Vice President and Treasurer

      if to ER&T:

                  PSEG Energy Resources and Trade LLC
                  80 Park Plaza
                  P.O. Box 1171
                  Newark, New Jersey 07101
                  Facsimile No.: (973) 596-6309
                  Attention: Vice President and Treasurer

      if to Fossil:

                  PSEG Fossil LLC
                  80 Park Plaza
                  P.O. Box 1171
                  Newark, New Jersey 07101
                  Facsimile No.: (973) 596-6309
                  Attention: Vice President and Treasurer


                                       18
<PAGE>

      if to Nuclear:

                  PSEG Nuclear LLC
                  80 Park Plaza
                  P.O. Box 1171
                  Newark, New Jersey 07101
                  Facsimile No.: (973) 596-6309
                  Attention: Vice President and Treasurer

      if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, NY 10286
                  Facsimile No.: (212) 815-5915
                  Attention: Corporate Trust Trustee Administration

      The Company, any Subsidiary Guarantor or the Trustee, by giving notice to
the other, may designate additional or different addresses for subsequent
notices or communications. The Company and each Subsidiary Guarantor shall
notify the Holders of any such additional or different addresses of which the
Company or each such Subsidiary Guarantor, as applicable, receives notice from
the Trustee.

      SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for
notice of any event to Holders of Registered Securities by the Company, a
Subsidiary Guarantor or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

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

      Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such


                                       19
<PAGE>

Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication. If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act required or permitted under this Indenture shall be in the English language,
except that if the Company or any Subsidiary Guarantor, as the case may be, so
elects, any published notice may be in an official language of the country of
publication.

      If the Company or any Subsidiary Guarantor mails a notice or communication
to the Holders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent or co-Registrar.

      Holders may communicate, pursuant to TIA Section 312(b), with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, each Subsidiary Guarantor, the Trustee, the Registrar, the Paying Agent
and anyone else shall have the protection of TIA Section 312(c).

      SECTION 107. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 108. Successors and Assigns. All covenants and agreements in this
Indenture by the Company or any Subsidiary Guarantor shall bind its successors
and assigns, whether so expressed or not.

      SECTION 109. Severability Clause. In case any provision in this Indenture
or in any Security or coupon shall be deemed invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

      SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the
Securities or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

      SECTION 111. Governing Law. This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the laws of the State of
New York without


                                       20
<PAGE>

regard to principles of conflicts of laws. This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

      SECTION 112. Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Security or
coupon other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu of this Section), payment of
principal (or premium, if any) or interest, if any, need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment
date, or at the Stated Maturity or Maturity; provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

      SECTION 113. No Personal Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any promoter, as such or, against any past,
present or future member, officer or director as such, of the Company or any
Subsidiary Guarantor or any successor thereto, either directly or through the
Company or any Subsidiary Guarantor or any successor thereto under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.

                                  ARTICLE TWO

                                SECURITIES FORMS

      SECTION 201. Forms of Securities. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.


                                       21
<PAGE>

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

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

      SECTION 202. Form of Trustee's Certificate of Authentication. Subject to
Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

Dated:__________________                      THE BANK OF NEW YORK,
                                                    as Trustee

                                              By _______________________________
                                                   Authorized Signatory

      SECTION 203. Securities Issuable in Global Form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
or any number of such Securities shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

      The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.


                                       22
<PAGE>

      Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any)
and interest, if any, on any Security in permanent global form shall be made to
the Person or Persons specified therein.

      Notwithstanding the provisions of Section 309 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

                                 ARTICLE THREE

                                 THE SECURITIES

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

      The Securities shall rank equally and pari passu and may be issued in one
or more series. There shall be established in one or more Board Resolutions and,
if applicable, Subsidiary Guarantor's Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, if applicable, Subsidiary
Guarantor's Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate and, if
applicable, Subsidiary Guarantor's Officer's Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which (except
for the matters set forth in clauses (1), (2) and (13) below), if so provided,
may be determined from time to time by the Company with respect to unissued
Securities of the series when issued from time to time):

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of such series from all other series of
      Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

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


                                       23
<PAGE>

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

            (5) the place or places, if any, other than or in addition to the
      Borough of Manhattan, The City of New York, where the principal of (and
      premium, if any) and interest, if any, on Securities of the series shall
      be payable, any Registered Securities of the series may be surrendered for
      registration of transfer, Securities of the series may be surrendered for
      exchange, where Securities of any series that are convertible or
      exchangeable may be surrendered for conversion or exchange, as applicable,
      and where notices or demands to or upon the Company in respect of the
      Securities of the series and this Indenture may be served;

            (6) the period or periods within which, or the date or dates on
      which, the price or prices at which and other terms and conditions upon
      which Securities of the series may be redeemed, in whole or in part, at
      the option of the Company, if the Company is to have the option;

            (7) the obligation, if any, of the Company to redeem, repay or
      purchase Securities of the series pursuant to any sinking fund or
      analogous provision or at the option of a Holder thereof, and the period
      or periods within which or the date or dates on which, the price or prices
      at which and other terms and conditions upon which Securities of the
      series shall be redeemed, repaid or purchased, in whole or in part,
      pursuant to such obligation;

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

            (9) if other than the Trustee, the identity of each Security
      Registrar and/or Paying Agent;

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

            (11) whether the amount of payments of principal of (or premium, if
      any) or interest, if any, on the Securities of the series may be
      determined with reference to an


                                       24
<PAGE>

      index, formula or other method (which index, formula or method may be
      based, without limitation, on one or more currencies, currency units,
      composite currencies, commodities, equity indices or other indices), and
      the manner in which such amounts shall be determined;

            (12) provisions, if any, granting special rights to the Holders of
      the Securities of the series upon the occurrence of such events as may be
      specified;

            (13) any deletions from, modifications of or additions to the Events
      of Default or covenants (including any deletions from, modifications of or
      additions to any of the provisions of Section 1012) of the Company with
      respect to Securities of the series, whether or not such Events of Default
      or covenants are consistent with the Events of Default or covenants set
      forth herein;

            (14) whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities (with or without coupons) or
      both, any restrictions applicable to the offer, sale or delivery of Bearer
      Securities and the terms upon which Bearer Securities of the series may be
      exchanged for Registered Securities of the series and vice versa (if
      permitted by applicable laws and regulations), whether any Securities of
      the series are to be issuable initially in temporary global form and
      whether any Securities of the series are to be issuable in permanent
      global form with or without coupons and, if so, whether beneficial owners
      of interests in any such permanent global Security may exchange such
      interests for Securities of such series in certificated form and of like
      tenor of any authorized form and denomination and the circumstances under
      which any such exchanges may occur, if other than in the manner provided
      in Section 305, and, if Registered Securities of the series are to be
      issuable as a global Security, the identity of the depository for such
      series;

            (15) the date as of which any Bearer Securities of the series and
      any temporary global Security representing Outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (16) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name such
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the coupons appertaining thereto as they severally mature,
      and the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304;

            (17) the applicability, if any, of Sections 1402 and/or 1403 to the
      Securities of the series and any provisions in modification of, in
      addition to or in lieu of any of the provisions of Article Fourteen;


                                       25
<PAGE>

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

            (19) whether, and under what circumstances, the Company will pay
      Additional Amounts as contemplated by Section 1004 on the Securities of
      the series to any Holder who is not a United States person (including any
      modification to the definition of such term) in respect of any tax,
      assessment or governmental charge and, if so, whether the Company will
      have the option to redeem such Securities rather than pay such Additional
      Amounts (and the terms of any such option);

            (20) if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities will be so convertible or
      exchangeable;

            (21) if the Securities of the series are to be Guaranteed
      Securities; and

            (22) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture or the requirements of
      the Trust Indenture Act).

      All Securities of any one series and the coupons, if any, appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution establishing such
series (subject to Section 303) and set forth in such Officers' Certificate or
in any indenture supplemental hereto. All Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

      If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions or Subsidiary Guarantor's
Board Resolutions, a copy of an appropriate record of such action(s) shall be
certified by the Secretary or an Assistant Secretary of the Company or
Subsidiary Guarantor, as the case may be, and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate and the Subsidiary
Guarantor's Officer's Certificate setting forth the terms of the Securities of
such series.

      SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.


                                       26
<PAGE>

      SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon, and attested by its Secretary or one of
its Assistant Secretaries, and on behalf of a Subsidiary Guarantor by its
Chairman, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon, and attested to by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities and
coupons may be manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and canceled.
If all the Securities of any series are not to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,


                                       27
<PAGE>

            (i) an Opinion of Counsel stating that,

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

                  (b) the terms of such Securities and any coupons have been
            established in conformity with the provisions of this Indenture; and

                  (c) such Securities, together with any coupons appertaining
            thereto, when completed by appropriate insertions and executed and
            delivered by the Company to the Trustee for authentication in
            accordance with this Indenture, authenticated and delivered by the
            Trustee in accordance with this Indenture and issued by the Company
            in the manner and subject to any conditions specified in such
            Opinion of Counsel, will constitute legal, valid and binding
            obligations of the Company, enforceable in accordance with their
            terms, subject to applicable bankruptcy, insolvency, reorganization
            and other similar laws of general applicability relating to or
            affecting the enforcement of creditors' rights, to general equitable
            principles and to such other qualifications as such counsel shall
            conclude do not materially affect the rights of Holders of such
            Securities and any coupons and will entitle the Holders thereof to
            the benefits of this Indenture, including a Subsidiary Guaranty if
            such Securities are Guaranteed Securities; and

            (ii) an Officers' Certificate and a Subsidiary Guarantor's Officer's
      Certificate stating that all conditions precedent provided for in this
      Indenture relating to the issuance of the Securities have been complied
      with and that, to the best of the knowledge of the signers of such
      certificates, no Event of Default with respect to any of the Securities
      shall have occurred and be continuing.

      Notwithstanding the provisions of Section 301 and of this Section 303, if
all the Securities of any series are not to be issued at one time, it shall not
be necessary to deliver an Officers' Certificate otherwise required pursuant to
Section 301 or the Company Order, Opinion of Counsel or Officers' Certificate
otherwise required pursuant to the preceding paragraph at the time of issuance
of each Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.

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

      Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

      No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such


                                       28
<PAGE>

coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee or an Authenticating Agent by
manual signature of an authorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

      SECTION 304. Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

      Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

      (b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depository or common


                                       29
<PAGE>

depository (the "Common Depository"), for the benefit of Euroclear and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depository, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.

      Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise specified
in such temporary global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or Clearstream. Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary global Security shall be delivered only outside the United States.


                                       30
<PAGE>

      Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other form as may be established pursuant to Section 301),
for credit without further interest on or after such Interest Payment Date to
the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or Clearstream, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior to
such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and Clearstream and
not paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company.

      SECTION 305. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to examine
the Security Register at all reasonable times.

      Upon surrender for registration of transfer of any Registered Security of
any series at any office or agency of the Company in a Place of Payment for that
series, the Company shall


                                       31
<PAGE>

execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding and
containing identical terms and provisions.

      At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

      If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


                                       32
<PAGE>

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

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this and the next succeeding paragraph. If any beneficial
owner of an interest in a permanent global Security is entitled to exchange such
interest for Securities of such series and of like tenor and principal amount of
another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent
global Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered by the Common Depository or such
other depository as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities without charge and
the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption; and provided further that
no Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States. If a Registered Security is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

      If at any time the depository for the Securities of a series issued in
global form notifies the Company that it is unwilling or unable to continue as
depository for the Securities of such series or if at any time the depository
for Securities of a series shall no longer be a clearing


                                       33
<PAGE>

agency registered and in good standing under the Exchange Act or other
applicable statute or regulation, the Company shall appoint a successor
depository with respect to the Securities of such series. If a successor
depository for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security representing such series in exchange for such global
Security. In addition, if the Registered Securities of any series shall have
been issued in global form and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Registered Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
global Security representing such series in exchange for such global Security.

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

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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

      The Company shall not be required (i) to issue, register the transfer of
or exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer


                                       34
<PAGE>

Security may be exchanged for a Registered Security of that series and like
tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

      SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

      Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or coupon; provided, however, that
payment of principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

      Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company
and any Subsidiary Guarantor (if such Security is a Guaranteed


                                       35
<PAGE>

Security), whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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

      SECTION 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset. (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.

      Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest, if any, may be made, in the
case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

      Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to each of Euroclear and Clearstream with respect to
that portion of such permanent global Security held for its account by the
Common Depository, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

      In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the


                                       36
<PAGE>

relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company or any Subsidiary Guarantor (if
the Registered Security is a Guaranteed Security), at its election in each case,
as provided in clause (1) or (2) below:

            (1) The Company or any Subsidiary Guarantor (if the Registered
      Security is a Guaranteed Security) may elect to make payment of any
      Defaulted Interest to the Persons in whose names the Registered Securities
      of such series (or their respective Predecessor Securities) are registered
      at the close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company or any Subsidiary Guarantor (if the Registered Security is a
      Guaranteed Security) shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Registered Security of such
      series and the date of the proposed payment (which shall not be less than
      20 days after such notice is received by the Trustee), and at the same
      time the Company or any Subsidiary Guarantor (if the Registered Security
      is a Guaranteed Security), as the case may be, shall deposit with the
      Trustee an amount of money in Dollars equal to the aggregate amount
      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit on or prior to
      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company or any Subsidiary Guarantor, as the case may be, of
      such Special Record Date and, in the name and at the expense of the
      Company or any Subsidiary Guarantor, as the case may be, shall cause
      notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor to be mailed, first-class postage prepaid, to each
      Holder of Registered Securities of such series at his address as it
      appears in the Security Register not less than 10 days prior to such
      Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been mailed as
      aforesaid, such Defaulted Interest shall be paid to the Persons in whose
      names the Registered Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on such
      Special Record Date and shall no longer be payable pursuant to the
      following clause (2). In case a Bearer Security of any series is
      surrendered at the office or agency in a Place of Payment for such series
      in exchange for a Registered Security of such series after the close of
      business at such office or agency on any Special Record Date and before
      the opening of business at such office or agency on the related proposed
      date for payment of Defaulted Interest, such Bearer Security shall be
      surrendered without the coupon relating to such proposed date of payment
      and Defaulted Interest will not be payable on such proposed date of
      payment in respect of the Registered Security issued in exchange for such
      Bearer Security, but will be payable only to the Holder of such coupon
      when due in accordance with the provisions of this Indenture.


                                       37
<PAGE>

            (2) The Company or any Subsidiary Guarantor (if the Registered
      Security is a Guaranteed Security) may make payment of any Defaulted
      Interest on the Registered Securities of any series in any other lawful
      manner not inconsistent with the requirements of any securities exchange
      on which such Securities may be listed, and upon such notice as may be
      required by such exchange, if, after notice given by the Company or any
      Subsidiary Guarantor, as the case may be, to the Trustee of the proposed
      payment pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee.

      (b) The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an "Optional Reset
Date"). The Company may exercise such option with respect to such Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to an Optional Reset Date for such Security. Not later than 35 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the "Reset
Notice") indicating whether the Company has elected to reset the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.

      Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such spread or spread multiplier providing for a
higher interest rate, if applicable).

      The Holder of any such Security may have the option to elect repayment by
the Company of the principal of such Security on each Optional Reset Date at a
price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment


                                       38
<PAGE>

on an Optional Reset Date, the Holder must follow the procedures set forth in
Article Thirteen for repayment at the option of Holders except that the period
for delivery or notification to the Trustee shall be at least 25 but not more
than 30 days prior to such Optional Reset Date and except that, if the Holder
has tendered any Security for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender or repayment until the
close of business on the tenth day before such Optional Reset Date.

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

      SECTION 308. Optional Extension of Maturity. The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 35 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the election of
the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii)
the interest rate (or spread, spread multiplier or other formula to calculate
such interest rate, if applicable), if any, applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's transmittal of the Extension Notice, the Stated Maturity of
such Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

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

      If the Company extends the Stated Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a


                                       39
<PAGE>

price equal to the principal amount thereof, plus interest accrued to such date.
In order to obtain repayment on the Original Stated Maturity once the Company
has extended the Stated Maturity thereof, the Holder must follow the procedures
set forth in Article Thirteen for repayment at the option of Holders, except
that the period for delivery or notification to the Trustee shall be at least 25
but not more than 30 days prior to the Original Stated Maturity and except that,
if the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for
repayment until the close of business on the tenth day before the Original
Stated Maturity.

      SECTION 309. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, any Subsidiary
Guarantor or the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 305 and 307) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and none of the Company, any Subsidiary
Guarantor or the Trustee nor any agent of the Company, any Subsidiary Guarantor
or the Trustee shall be affected by notice to the contrary.

      Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, any Subsidiary Guarantor or the Trustee and any
agent of the Company, any Subsidiary Guarantor or the Trustee may treat the
Holder of any Bearer Security and the Holder of any coupon as the absolute owner
of such Security or coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Security or coupon be overdue, and none of the Company any Subsidiary Guarantor
or, the Trustee nor any agent of the Company, any Subsidiary Guarantor or the
Trustee shall be affected by notice to the contrary.

      None of the Company, any Subsidiary Guarantor or the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.

      Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, any Subsidiary Guarantor or the
Trustee, or any agent of the Company, any Subsidiary Guarantor or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any depository, as a Holder, with respect to such global Security
or impair, as between such depository and owners of beneficial interests in such
global Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

      SECTION 310. Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the


                                       40
<PAGE>

Trustee, be delivered to the Trustee, and any such Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
canceled by it. The Company or any Subsidiary Guarantor (if the Security is a
Guaranteed Security) may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company or
any Subsidiary Guarantor (if the Security is a Guaranteed Security) may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. The Trustee shall dispose of all
cancelled Securities in accordance with its customary procedures.

      SECTION 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest,
if any, on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

      SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1) either

                  (A) all Securities of such series theretofore authenticated
            and delivered and all coupons, if any, appertaining thereto (other
            than (i) coupons appertaining to


                                       41
<PAGE>

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

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

                  (i)   have become due and payable, or

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

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

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

            (2) the Company or any Subsidiary Guarantor (if the applicable
      Securities are Guaranteed Securities) has paid or caused to be paid all
      other sums payable hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, or any Subsidiary Guarantor has
      delivered to the Trustee a Subsidiary Guarantor's Officer's Certificate
      and an Opinion of Counsel (if the applicable Securities are Guaranteed
      Securities) each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture as to such
      series have been complied with.


                                       42
<PAGE>

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company and each Subsidiary Guarantor under
any applicable registration rights agreement relating to the Securities, the
obligations of the Company to any Authenticating Agent under Section 611 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

      SECTION 402. Application of Trust Funds. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has or Government
Obligations have been deposited with or received by the Trustee, but such money
and Government Obligations need not be segregated from other funds except to the
extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

      SECTION 501. Events of Default. "Event of Default", wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

            (1) default in the payment of any interest upon any Security of that
      series or of any coupon appertaining thereto, when such interest or coupon
      becomes due and payable, and continuance of such default for a period of 5
      days; or

            (2) default in the payment of the principal of (or premium, if any,
      on), or make-whole amount, if any, on, any Security of that series when it
      becomes due and payable; or

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

            (4) any failure by the Company or any Restricted Subsidiary to
      comply with the provisions of Section 801 or Section 1006 hereunder;

            (5) default in the performance, or breach, of any covenant or
      agreement of the Company or any Restricted Subsidiary in this Indenture
      with respect to any Security of


                                       43
<PAGE>

      that series (other than a covenant or agreement a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with), and continuance of such default or breach for a period of 60
      days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in principal amount of the Outstanding Securities of that
      series a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a "Notice of Default"
      hereunder; or

            (6) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      indebtedness of the Company or any Subsidiaries (including indebtedness
      represented by any other series of Securities under this Indenture or the
      payment of which is guaranteed by the Company or any Restricted
      Subsidiary) (but other than Non-Recourse Obligations) whether such
      indebtedness or guaranty now exists or is created after the date hereof,
      which default (a) is caused by a failure to pay the principal of such
      indebtedness at the Stated Maturity of such indebtedness after the
      expiration of grace periods provided in the indebtedness (a "Payment
      Default") or (b) has resulted in the acceleration of the indebtedness
      prior to its stated maturity; and, in each case the principal amount of
      the indebtedness, together with the principal amount of any other
      indebtedness under which there has been a Payment Default or the maturity
      of which has been so accelerated, aggregates $50,000,000 or more;

            (7) failure by the Company or any Restricted Subsidiary to pay one
      or more final judgements not otherwise covered by insurance aggregating in
      excess of $50,000,000, which judgments are not paid, discharged or stayed
      for a period of 60 days; and

            (8) the Company or any Restricted Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case,

                  (B) consents to the entry of an order for relief against it in
            an involuntary case,

                  (C) consents to the appointment of a Custodian of it or for
            all or substantially all of its property and such Custodian is not
            discharged within 60 days, or

                  (D) makes a general assignment for the benefit of its
            creditors; or

            (9) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A) is for relief against the Company or any Restricted
            Subsidiary in an involuntary case,


                                       44
<PAGE>

                  (B) appoints a Custodian of the Company or any Restricted
            Subsidiary or for all or substantially all of its property, or

                  (C) orders the liquidation of the Company or any Restricted
            Subsidiary,

      and the order or decree remains unstayed and in effect for 90 days; or

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

      The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

      SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default (other than an Event of Default with respect to the Company or
any Restricted Subsidiary described in Section 501(8) or Section 501(9)) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may
declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities of that series to be due
and payable immediately, by a notice in writing to the Company and any
Restricted Subsidiary (and to the Trustee if given by the Holders), and upon any
such declaration such principal or specified portion thereof shall become
immediately due and payable.

      If an Event of Default with respect to the Company or any Restricted
Subsidiary described in Section 501(8) or 501(9) occurs and is continuing, the
principal of and interest, if any, on the Securities shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder.

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

            (1) the Company or any Restricted Subsidiary has paid or deposited
      with the Trustee a sum sufficient to pay in Dollars (except as otherwise
      specified pursuant to Section 301 for the Securities of such series):

                  (A) all overdue installments of interest, if any, on all
            Outstanding Securities of that series and any related coupons,


                                       45
<PAGE>

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

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

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

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

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

      SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company and each Restricted Subsidiary, jointly and severally,
covenants that if:

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

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

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

      If the Company or any Restricted Subsidiary fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or any


                                       46
<PAGE>

Restricted Subsidiary or any other obligor upon such Securities of such series
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any Restricted Subsidiary, as the
case may be, or any other obligor upon such Securities of such series, wherever
situated.

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

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of the Securities of such series and coupons to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any


                                       47
<PAGE>

Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder of a Security or coupon in any such proceeding.

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

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

      FIRST:          To the payment of all amounts due the Trustee and any
                      predecessor Trustee under Section 606;

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

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

      SECTION 507. Limitation on Suits. No Holder of any
Security of any series or any related coupon shall have
any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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


                                       48
<PAGE>

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

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

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

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

      SECTION 508. Unconditional Right of Holders to Receive Principal, Premium,
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Security or payment
of such coupon on the respective Stated Maturity or Maturity specified in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

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

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


                                       49
<PAGE>

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

      SECTION 512. Control by Holders of Securities. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
provided that

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

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

            (3) the Trustee need not take any action which might involve it in
      personal liability or be unjustly prejudicial to the Holders of Securities
      of such series not consenting.

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

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

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

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

      SECTION 514. Waiver of Stay or Extension Laws. Each of the Company and
each Restricted Subsidiary covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company and each


                                       50
<PAGE>

Restricted Subsidiary (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

      SECTION 515. Notice of Defaults. Within 90 days after the occurrence of
any Default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of a
Default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series, or in the payment of any sinking or
purchase fund installment with respect to the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any Default
or breach of the character specified in Section 501(5) with respect to the
Securities and coupons of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.

                                  ARTICLE SIX

                                   THE TRUSTEE

      SECTION 601. Certain Duties and Responsibilities

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

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

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

      (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.


                                       51
<PAGE>

      (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that

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

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

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

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

Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

      SECTION 602. Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d):

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

            (2) Any request or direction of the Company or any Subsidiary
      Guarantor, mentioned herein shall be sufficiently evidenced by a Company
      Request or Company Order or Subsidiary Guarantor's Request or Subsidiary
      Guarantor's Order, as the case may be (other than delivery of any
      Security, together with any coupons appertaining thereto, to the Trustee
      for authentication and delivery pursuant to Section 303 which shall be
      sufficiently evidenced as provided therein), and any resolution of the
      Board of Directors may be sufficiently evidenced by a Board Resolution.


                                       52
<PAGE>

            (3) Whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel
      or an Officers' Certificate or, if such matter pertains to a Subsidiary
      Guarantor, a Subsidiary Guarantor's Officer's Certificate.

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

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

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

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

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

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

            (10) The rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and


                                       53
<PAGE>

      shall be enforceable by, the Trustee in each of its capacities hereunder,
      and to each agent, custodian and other Person employed to act hereunder.

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

      SECTION 603. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company or any Subsidiary Guarantor, as the case may be, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or coupons, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company and each Subsidiary Guarantor are true and accurate,
subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      SECTION 604. May Hold Securities. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company or any
Subsidiary Guarantor, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b)
and 311, may otherwise deal with the Company or any Subsidiary Guarantor with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

      SECTION 605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company or any
Subsidiary Guarantor.

      SECTION 606. Compensation and Reimbursement. The Company and each
Subsidiary Guarantor, jointly and severally, agree:

            (1) To pay to the Trustee from time to time such compensation for
      all services rendered by it hereunder as the parties shall agree from time
      to time upon in writing (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust).

            (2) Except as otherwise expressly provided herein, to reimburse each
      of the Trustee and any predecessor Trustee upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any


                                       54
<PAGE>

      provision of this Indenture (including the reasonable compensation and the
      expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence
      or bad faith.

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

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

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(8) or (9) occurs, the expenses and compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.

      SECTION 607. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall 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 the requirements of Federal, State, Territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

      SECTION 608. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

      (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company and each
Subsidiary Guarantor.

      (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Trustee and to the
Company and each Subsidiary Guarantor.

      (d) If at any time:


                                       55
<PAGE>

            (1) the Trustee shall fail to comply with the provisions of TIA
      Section 310(b) after written request therefor by the Company, any
      Subsidiary Guarantor or by any Holder of a Security who has been a bona
      fide Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company, any
      Subsidiary Guarantor or by any Holder of a Security who has been a bona
      fide Holder of a Security for at least six months, or

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

then, in any such case, (i) the Company or any Subsidiary Guarantor by or
pursuant to a Board Resolution may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

      (e) If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of a notice of
resignation or the delivery of an Act of removal, the Trustee resigning or being
removed may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

      (f) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company or any Subsidiary
Guarantor, by or pursuant to a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series). If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company, any Subsidiary Guarantor and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Company and each Subsidiary Guarantor. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company and
each Subsidiary Guarantor or the Holders of Securities and accepted appointment
in the manner hereinafter provided, any Holder of a Security who has been a bona
fide Holder of a Security of such series for at least six months


                                       56
<PAGE>

may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to Securities of such series.

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

      SECTION 609. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee shall execute, acknowledge and deliver to the
Company, any Subsidiary Guarantor and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company, any Subsidiary Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, any
Subsidiary Guarantor, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of


                                       57
<PAGE>

such successor Trustee relates; but, on request of the Company, any Subsidiary
Guarantor or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

      SECTION 610. Merger, Conversion, Consolidation or Succession to Business.
Any Corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

      SECTION 611. Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and each Subsidiary
Guarantor and, except as may otherwise be provided pursuant to Section 301,
shall at all times be a bank or trust company or Corporation organized and doing
business and in good standing


                                       58
<PAGE>

under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series,
to the Company and to each Subsidiary Guarantor. The Trustee for any series of
Securities may at any time terminate the agency of an Authenticating Agent by
giving written notice of termination to such Authenticating Agent, to the
Company and to each Subsidiary Guarantor. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and each
Subsidiary Guarantor and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 106. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

      The Company and each Subsidiary Guarantor, jointly and severally, agree to
pay to each Authenticating Agent from time to time reasonable compensation
including reimbursement of its reasonable expenses for its services under this
Section.

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


                                       59
<PAGE>

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

Dated:__________________________             THE BANK OF NEW YORK,

                                                   as Trustee

                                             By ________________________________
                                                  as Authenticating Agent

                                             By ________________________________
                                                  Authorized Signatory

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company, any Subsidiary Guarantor nor
the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

      SECTION 702. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant
to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a).

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

      SECTION 703. Reports by Company. The Company will:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents, and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or


                                       60
<PAGE>

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

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

            (3) transmit by mail to the Holders of Securities, within 30 days
      after the filing thereof with the Trustee, in the manner and to the extent
      provided in TIA Section 313(c), such summaries of any information,
      documents and reports required to be filed by the Company pursuant to
      paragraphs (1) and (2) of this Section as may be required by rules and
      regulations prescribed from time to time by the Commission.

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

      SECTION 704. Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods), if any, accrued on Outstanding Securities as of the end of
such year and such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

      SECTION 801. Company May Consolidate, etc., Only on Certain Terms. The
Company shall not, directly or indirectly, consolidate with or merge with or
into (whether or not the Company is the surviving entity) any other Corporation
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the Company's assets, in one or more related transactions,
to another Person unless:


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<PAGE>

      (i)   the Person formed by the consolidation or surviving the merger or
            the Person that acquires by sale, assignment, transfer, conveyance
            or other disposition, or that leases, the assets (if other than the
            Company) (in each such case, the "Successor Entity"), is a
            Corporation organized and existing under the laws of the United
            States, any State thereof or the District of Columbia and expressly
            assumes the obligations of the Company under the Indenture and the
            Securities;

      (ii)  if any of the Company's or a Restricted Subsidiary's Property or
            assets would become subject to a Lien other than a Permitted Lien
            under Section 1005, the Securities shall be equally and ratably
            secured in accordance with such Section 1005;

      (iii) immediately after such transaction, no event exists that is or with
            the passage of time or the giving of notice or both would be an
            Event of Default under this Indenture; and

      (iv)  each Subsidiary Guarantor shall have by amendment to its Subsidiary
            Guaranty confirmed that its Subsidiary Guaranty shall apply to the
            obligations of the Successor Entity under this Indenture and the
            Securities.

      SECTION 802. Successor Person Substituted. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
Successor Entity shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such Successor Entity had been named as the Company herein; and in the
event of any such conveyance or transfer, the Company shall be discharged from
all obligations and covenants under this Indenture and the Securities and
coupons and may be dissolved and liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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

            (1) to evidence the succession of another Person to the Company or
      any Subsidiary Guarantor or the addition of another Person and the
      assumption by any such successor or additional Person of the covenants of
      the Company or any Subsidiary Guarantor, as the case may be, contained
      herein and in the Securities contained; or


                                       62
<PAGE>

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

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities (and if such Events of Default
      are to be for the benefit of less than all series of Securities, stating
      that such Events of Default are expressly being included solely for the
      benefit of such series); provided, however, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default, or

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

            (5) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6) to secure the Securities pursuant to the requirements of Section
      801, or otherwise; or

            (7) to establish the form or terms of Securities of any series and
      any related coupons as permitted by Sections 201 and 301, including the
      provisions and procedures relating to Securities convertible into or
      exchangeable for any securities of any Person (including the Company); or

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


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<PAGE>

            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture which shall not be inconsistent
      with the provisions of this Indenture; provided that such provisions shall
      not adversely affect the interests of the Holders of Securities of any
      series or any related coupons in any material respect; or

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect.

      SECTION 902. Supplemental Indentures With Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company, each Subsidiary Guarantor (if the Securities
are Guaranteed Securities) and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, any Subsidiary Guarantor and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

            (1) change the Stated Maturity of the principal of (or premium, if
      any, on) or any installment of principal of or interest on, any Security;
      or reduce the principal amount thereof or the rate of interest (or change
      the manner of calculating the rate of interest, thereon, or any premium
      payable upon the redemption thereof, or change any obligation of the
      Company to pay Additional Amounts pursuant to Section 1004 (except as
      contemplated by Section 801(1) and permitted by Section 901(1))), or
      reduce the portion of the principal of an Original Issue Discount Security
      or Indexed Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the amount
      thereof provable in bankruptcy pursuant to Section 504, or adversely
      affect any right of repayment at the option of the Holder of any Security,
      or change any Place of Payment where any Security or any premium or
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or the Repayment Date, as the case may
      be), or adversely affect any right to convert or exchange any Security as
      may be provided pursuant to Section 301 herein, or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver with respect to such series (of


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<PAGE>

      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences) provided for in this Indenture, or
      reduce the requirements of Section 1504 for quorum or voting, or

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1012, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4) modify or affect the terms and conditions of the obligations of
      any Subsidiary Guarantor in respect of the due and punctual payment of
      principal of, or any premium or interest on, Guaranteed Securities.

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

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

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

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

      SECTION 904. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.


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<PAGE>

      SECTION 905. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

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

      SECTION 907. Notice of Supplemental Indentures. Promptly after the
execution by the Company, any Subsidiary Guarantor and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.

                                  ARTICLE TEN

                                    COVENANTS

      SECTION 1001. Payment of Principal, Premium, if any, and Interest. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance
with the terms of such series of Securities, any coupons appertaining thereto
and this Indenture. Any interest due on Bearer Securities on or before Maturity,
other than Additional Amounts, if any, payable as provided in Section 1004 in
respect of principal of (or premium, if any, on) such a Security, shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. Unless
otherwise specified with respect to Securities of any series pursuant to Section
301, at the option of the Company, all payments of principal may be paid by
check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security. Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

      SECTION 1002. Maintenance of Office or Agency. If Securities of a series
are issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible or exchangeable
may be


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<PAGE>

surrendered for conversion or exchange, as applicable, and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment, where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment; provided, however, that if
the Securities of that series are listed on the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange, and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of each such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

      Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company


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<PAGE>

in accordance with this Indenture, is illegal or effectively precluded by
exchange controls or other similar restrictions.

      The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as Places of Payment for each series of Securities
the office or agency of the Company in the Borough of Manhattan, The City of New
York, and initially appoints the Trustee at its Corporate Trust Office as Paying
Agent in such city and as its agent to receive all such presentations,
surrenders, notices and demands.

      SECTION 1003. Money for Securities Payments to be Held in Trust. If the
Company or any Guarantor shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in Dollars (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium, if any) and interest, if any, on
Securities of such series so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities and any related coupons, it will, prior to 10:00 a.m. on each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in Dollars, as
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

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


                                       68
<PAGE>

      Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series and remaining unclaimed for two years after
such principal, premium or interest has become due and payable shall be paid to
the Company upon Company Request (or if deposited by a Subsidiary Guarantor,
paid to such Subsidiary Guarantor upon a Subsidiary Guarantor's Request), or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company and any Subsidiary Guarantor (if the Securities are Guaranteed
Securities) for payment of such principal, premium or interest on any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Company
or any Subsidiary Guarantor, as the case may be.

      SECTION 1004. Additional Amounts. If the Securities of a series provide
for the payment of Additional Amounts, the Company or each Subsidiary Guarantor
(in respect of Guaranteed Securities) will pay to the Holder of a Security of
such series or any coupon appertaining thereto Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest, if any, on any Security of any series or payment of any related
coupon or the net proceeds received on the sale or exchange of any Security of
any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms. Express mention of
the payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts (where applicable) in those
provisions hereof where such express mention is not made.

      Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal or premium, if any, is
made), and at least 10 days prior to each date of payment of principal, premium,
if any, or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate or Subsidiary Guarantor's
Officer's Certificate (in respect of any Security that is a Guaranteed
Security), the Company or any Subsidiary Guarantor (if the Securities are
Guaranteed Securities) will furnish the Trustee and the Company's Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate or
Subsidiary Guarantor's Officer's Certificate (in respect of any Security that is
a Guaranteed Security) instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal, premium


                                       69
<PAGE>

or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate or Subsidiary
Guarantor's Officer's Certificate (in respect of any Security that is a
Guaranteed Security) shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that series or
related coupons and the Company or any Subsidiary Guarantor (if the Securities
are Guaranteed Securities) will pay to the Trustee or such Paying Agent the
Additional Amounts required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal, premium, if any, or interest with respect
to any Securities of a series or related coupons until it shall have received a
certificate advising otherwise and (ii) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without
withholding or deductions until otherwise advised. The Company and each
Subsidiary Guarantor agree to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate or Subsidiary Guarantor's Officer's Certificate (in
respect of any Security that is a Guaranteed Security) furnished pursuant to
this Section or in reliance on the Company's not furnishing such an Officers'
Certificate or any Subsidiary Guarantor's not furnishing a Subsidiary
Guarantor's Officer's Certificate (in respect of any Security that is a
Guaranteed Security).

      SECTION 1005. Limitation on Liens. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien upon or with respect to any Property
or interest in any Property of the Company or that of any of its Restricted
Subsidiaries, or any income or profits therefrom (in each case, whether the
Property is owned at the date of this Indenture or thereafter acquired), unless
the Securities are secured equally and ratably with (or prior to) any and all
other Obligations secured by the Lien, provided, however, that these
restrictions shall not apply to or prevent the creation, incurrence, assumption
or existence of Permitted Liens.

      Permitted Liens shall mean:

            (1) Liens existing on the date of this Indenture;

            (2) Liens to secure or provide for the payment of all or part of the
      purchase price of any Property or the cost of construction or improvement
      thereof; provided that no such Lien shall extend to or cover any other of
      the Property of the Company or any Restricted Subsidiary;

            (3) Liens existing on Property at the time such Property is acquired
      by the Company or any Restricted Subsidiary; provided that such Liens (x)
      are not created,


                                       70
<PAGE>

      Incurred or assumed in contemplation of such Property being acquired and
      (y) do not extend to or cover any other Property of the Company or any
      Restricted Subsidiary;

            (4) Liens existing on Property of any entity at the time such entity
      is merged with or into or consolidated with the Company or a Restricted
      Subsidiary; provided that such Liens (x) are not created, Incurred or
      assumed in contemplation of such merger or consolidation and (y) do not
      extend to any other Property of the Company or any Restricted Subsidiary;

            (5) Liens securing Permitted Hedging Obligations;

            (6) Liens for taxes, assessments or governmental charges that are
      not yet delinquent or that are being contested in good faith by any
      appropriate legal proceedings promptly instituted and diligently conducted
      and for which a reserve or other appropriate reserve provision, if any, as
      is required in conformity with Generally Accepted Accounting Principles
      shall have been made;

            (7) Liens arising by reason of any judgment, decree or order of any
      court, so long as any such Lien is being contested in good faith and is
      bonded or such judgment, decree or order does not exceed $50,000,000, and
      any appropriate legal proceedings that may have been duly initiated for
      the review of such judgment, decree or order have not been finally
      terminated or the period within which such proceedings may be initiated
      has not expired;

            (8) Liens to secure pledges or deposits made in the ordinary course
      of business in connection with bids, tenders or contracts (other than for
      payment of indebtedness) or to secure guarantees, statutory or regulatory
      obligations or surety or performance bonds each made in the ordinary
      course of business;

            (9) Liens imposed by law such as carriers', warehousemens', and
      mechanics' Liens, in each case arising in the ordinary course of business
      and with respect to amounts not yet due or being contested in good faith
      by appropriate legal proceedings promptly instituted and diligently
      conducted and for which a reserve or other appropriate provision, if any,
      as is required in conformity with Generally Accepted Accounting Principles
      shall have been made;

            (10) Survey exceptions, encumbrances, easements or reservations of,
      or rights of others for, rights of way, sewers, electric lines, telegraph
      and telephone lines and other similar purposes, or zoning or other
      restrictions as to the use of real properties incidental to the conduct of
      the business or to the ownership of Properties which were not incurred in
      connection with indebtedness or other extensions of credit and which do
      not in the aggregate materially and adversely affect the value of the
      Properties or materially impair their use in the operation of the
      business;


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<PAGE>

            (11) Liens securing letters of credit entered into in the ordinary
      course of business;

            (12) Liens to secure pollution control revenue bonds or industrial
      revenue bonds;

            (13) Liens securing Non-Recourse Obligations of Unrestricted
      Subsidiaries;

            (14) Liens granted on the capital stock of Unrestricted Subsidiaries
      for the purpose of securing the Obligations of such Unrestricted
      Subsidiaries;

            (15) Liens pursuant to Capitalized Leases or Synthetic Leases
      permitted to be entered into under Section 1008;

            (16) Liens arising by reason of leases and subleases of Property
      pursuant to a Sale/Leaseback Transaction allowed pursuant to Section 1006
      that do not materially interfere with the ordinary conduct of the business
      of the Company or any Restricted Subsidiary;

            (17) Liens created in connection with worker's compensation,
      unemployment insurance and other social security statutes or regulations;

            (18) Liens by a Wholly-Owned Subsidiary to the Company or any
      Restricted Subsidiary;

            (19) Liens on Property, other than Capital Stock of Restricted
      Subsidiaries, to secure Obligations so long as the sum of the amount of
      outstanding Obligations secured by Liens Incurred pursuant to this
      provision does not exceed the greater of $250 million or 15% of
      Consolidated Net Tangible Assets as of the end of the most recent fiscal
      quarter for which financial statements are available; and

            (20) The replacement, extension or renewal (or successive
      replacements, extensions or renewals), as a whole or in part, of any Lien
      or of any agreement referred to above in clauses (1) through (19),
      inclusive, or the replacement, extension or renewal (not exceeding the
      outstanding principal amount of Indebtedness secured thereby together with
      any premium, interest, fee or expense payable in connection with any such
      replacement, extension or renewal) is limited to all or part of the same
      Property that secured the Lien replaced, extended or renewed (plus
      improvements thereon or additions or accessions thereto).

      SECTION 1006. Limitation on Sale of Assets. Except for a sale of all or
substantially all of the Company's assets, as provided in Section 801, and other
than (1) assets required to be sold to conform with governmental regulations,
(2) sales or dispositions of surplus, obsolete or worn out equipment, (3) sales
or dispositions of ownership interests in Unrestricted Subsidiaries, or (4) any
other sale or disposition so long as after giving effect to such events, the
Rating


                                       72
<PAGE>

Agencies shall have confirmed their ratings on the Securities in effect
immediately prior to such sale or disposition, the Company may not, and may not
permit any Restricted Subsidiary to, make any Asset Sale (other than short-term,
readily marketable investments purchased for cash management purposes with funds
not representing the proceeds of other Asset Sales) if, on a pro forma basis,
the aggregate net book value of all such Asset Sales during the most recent
12-month period would exceed 15% of Consolidated Net Tangible Assets computed as
of the most recent quarter preceding such sale; provided, however, that any such
Asset Sale shall be disregarded for purposes of this 15% limitation if the Net
Cash Proceeds are within 270 days thereafter (i) invested in a Permitted
Business, (ii) used to purchase and retire Obligations ranking equal in right of
payment to the Securities or (iii) used to redeem the Securities at a redemption
price equal to 100% of the principal amount of the Securities to be redeemed,
plus accrued and unpaid interest thereon through the applicable redemption date,
plus a make-whole premium equal to, with respect to any Security, the excess of
(a) the aggregate present value as of the date of prepayment of the expected
future cash flows of the Security (for the avoidance of doubt, these amounts
shall include all principal and interest payable with respect to the Security)
(exclusive of interest accrued to the date of prepayment) that, but for the
prepayment, would have been payable if the prepayment had not been made,
determined by discounting such amounts at a rate that is equal to the applicable
treasury rate plus the percentage set forth in the Security then to be prepaid
over (b) the aggregate principal amount of the Security then to be prepaid.

      In addition, on a cumulative basis, the Company may not sell or otherwise
dispose of more than 25% of the assets or Capital Stock in Fossil, unless Net
Cash Proceeds from such sale are invested in other on-nuclear generating assets
or the capital stock of entities engaged in fossil generation and related
businesses.

      SECTION 1007. Limitation on Dividends and Other Payment Restrictions.
Other than pursuant to this Indenture or as otherwise may be required by law,
the Company will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create or cause to become, or as a result of the acquisition of
any Person or Property, or upon any Person becoming a Restricted Subsidiary,
remain subject to, any consensual encumbrance or consensual restriction of any
kind on the ability of any Restricted Subsidiary to:

      (i)   pay dividends or make any other distributions on its Capital Stock;

      (ii)  make payments on any Obligations owed to the Company or any
            Restricted Subsidiary;

      (iii) make loans or advances to the Company or to any Restricted
            Subsidiary;

      (iv)  transfer an of its Property to the Company or to any Restricted
            Subsidiary; or

      (v)   make payments under a Subsidiary Guaranty with respect to any
            Guaranteed Securities.


                                       73
<PAGE>

      The foregoing shall not prohibit:

            (a) encumbrances and restrictions resulting from customary
      provisions relating to (i) transfers of Property that restrict the
      subletting or assignment of any lease or (ii) transfers of Property that
      are contained in licenses and that relate to the Property covered thereby,
      in each case entered into in the ordinary course of business;

            (b) encumbrances and restrictions on transfers of Property existing
      on any assets at the time such assets are acquired (or the entity owning
      such assets is acquired) by an Restricted Subsidiary, whether by merger,
      consolidation, purchase of such assets or otherwise; provided that such
      restrictions and encumbrances (i) are not created, Incurred or assumed in
      contemplation of such assets or entity being acquired by the Restricted
      Subsidiary and (ii) do not extend to any other assets of the Restricted
      Subsidiary; and

            (c) restrictions on transfers of Property created in connection with
      sales or purchases of electricity, energy, capacity, natural gas, coal,
      ancillary services, environmental credits and/or entitlements, utility
      services, fuel, water, related transportation services and other similar
      products and services, in each case, in the ordinary course of business;
      provided that restrictions arising from any transaction or series of
      related transactions pursuant to this clause (c) shall not be materially
      more restrictive, taken as a whole, than encumbrances and restrictions
      customarily accepted as industry standard for similar transactions.

      SECTION 1008. Limitations on Obligations.

            (a) Restricted Subsidiaries

      The Company will not permit any Restricted Subsidiary to, directly or
indirectly, Incur any Obligations (including without limitation, Acquired
Obligations), except for (i) the Subsidiary Guaranties; (ii) Obligations
existing on the date hereof; (iii) Obligations of ER&T related to the purchase
and sale of fuel, capacity, energy (including, but not limited to, electric
power, natural gas and coal), environmental credits or entitlements, utility
services, fuel, water, related transportation services and other similar or
related products and services in the ordinary course of business; (iv)
Obligations of Nuclear related to the purchase and sale of fuel and related
transportation services in the ordinary course of business; (v) Permitted
Hedging Obligations of ER&T; (vi) Obligations incurred in exchange for, or the
net proceeds of which are used to refund, refinance, or replace Obligations
described under this Section, provided that the average life of the refinancing
Obligations shall not be shorter than average life of the Obligations refinanced
and the principal amount of the refinancing obligations shall not exceed the
principal amount of the Obligations so refinanced; and (vii) Obligations to the
Company or any other Restricted Subsidiary which are subordinated to the
Subsidiary Guaranty with respect to any Guaranteed Securities of the Restricted
Subsidiary Incurring the Obligations.

      The foregoing notwithstanding, Restricted Subsidiaries may Incur
Obligations not otherwise permitted by the preceding paragraph in an aggregate
amount outstanding after giving


                                       74
<PAGE>

effect to such Incurrence not to exceed at any one time the greater of $250
million or 15% of Consolidated Net Tangible Assets as of the last day of the
preceding month.

            (b) Subsidiaries Other Than Restricted Subsidiaries

      Except for parental guaranties of debt service reserves, surety bonds,
equity guarantees, performance bonds and bid bonds entered into in the ordinary
course of business aggregating at any one time not more than $100 million, we
shall not permit any Subsidiary that is not a Restricted Subsidiary to, directly
or indirectly, Incur any Obligations (including, without limitation, Acquired
Obligations) that are recourse to us or any Restricted Subsidiary.

      SECTION 1009. Guaranty of ER&T Obligations. If the Securities of a series
so provide, the Company will unconditionally guarantee the due and punctual
payment of all Obligations of ER&T. If applicable, in case of the failure of
ER&T punctually to pay any such Obligation, the Company hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, as if such payment were made by ER&T. Any such guarantee shall be
subordinate to the Company's obligations under this Indenture.

      SECTION 1010. Payment of Dividends by ER&T to the Company. If any for so
long as the Company guarantees the Obligations of ER&T pursuant to Section 1009
hereunder, the Company shall cause ER&T, to the extent permitted by applicable
law, to pay, at least quarterly, dividends or distributions to the Company of
the excess cash not then required for the business operations of ER&T.

      SECTION 1011. Statement as to Compliance. Each of the Company and each
Subsidiary Guarantor will deliver to the Trustee, within 120 days after the end
of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Section 1011, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

      SECTION 1012. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition, and as
specified pursuant to Section 301(13) for Securities of any series, in any
covenants of the Company added to Article Ten pursuant to Section 301(12) or
Section 301(13) in connection with the Securities of a series, if before or
after the time for such compliance, except as otherwise contemplated in the
clause (3) of Section 902 hereof, the Holders of at least a majority in
principal amount of all outstanding Securities, by Act of such Holders, waive
such compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


                                       75
<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

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

      SECTION 1102. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

      SECTION 1103. Selection by Trustee of Securities to be Redeemed. If less
than all the Securities of any series issued on the same day with the same terms
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series issued on such date with the same terms
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

      The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

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

      SECTION 1104. Notice of Redemption. Notice of redemption shall be given in
the manner provided in Section 106, not less than 30 days nor more than 60 days
prior to the Redemption Date, unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the Holder of any Security designated for redemption as a whole or in part, or
any defect in the notice to any such Holder, shall not affect the validity of
the proceedings for the redemption of any other such Security or portion
thereof.


                                       76
<PAGE>

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

      All notices of redemption shall include the CUSIP number of any Security
to be redeemed and shall state:

            (1) the Redemption Date,

            (2) the Redemption Price and accrued interest, if any, to the
      Redemption Date payable as provided in Section 1106,

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

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

            (5) that on the Redemption Date, the Redemption Price and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      1106 will become due and payable upon each such Security, or the portion
      thereof, to be redeemed and, if applicable, that interest thereon shall
      cease to accrue on and after said date,

            (6) the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any,

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

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

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


                                       77
<PAGE>

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

      SECTION 1105. Deposit of Redemption Price. Prior to 10:00 a.m. on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 1003) an amount of money in Dollars (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
otherwise specified pursuant to Section 301) accrued interest on, all the
Securities or portions thereof which are to be redeemed on that date.

      SECTION 1106. Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified in Dollars (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
prior to (or, if specified pursuant to Section 301, on) the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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


                                       78
<PAGE>

provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the Redemption Price shall, until paid, bear interest
from the Redemption Date at the rate of interest set forth in such Security or,
in the case of an Original Issue Discount Security, at the Yield to Maturity of
such Security.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

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

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

      SECTION 1202. Satisfaction of Sinking Fund Payments With Securities. The
Company may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series


                                       79
<PAGE>

with all unmatured coupons appertaining thereto and (2) apply as a credit
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities; provided that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

      SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for Securities of any series, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in Dollars (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

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

      SECTION 1302. Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at the Repayment
Price thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company
covenants that on or before the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in
Dollars (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the


                                       80
<PAGE>

Repayment Price of, and (unless otherwise specified pursuant to Section 301)
accrued interest on, all the Securities or portions thereof, as the case may be,
to be repaid on such date.

      SECTION 1303. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Trustee at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the entire
Repayment Price of such Security is to be repaid in accordance with the terms of
such Security, the portion of the Repayment Price of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of such Security surrendered that is not to be repaid,
must be specified. Any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as provided in Section 1003 and except as otherwise may
be provided by the terms of any Security providing for repayment at the option
of the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

      SECTION 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that installments of interest on
Registered Securities, whose Stated Maturity is prior to (or, if specified
pursuant to Section 301, on) the Repayment Date shall be payable (but without
interest thereon, unless the Company shall default in the payment thereof) to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


                                       81
<PAGE>

      If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made as
provided in the preceding sentence, such Holder shall be entitled to receive the
amount so deducted; provided, however, that interest represented by coupons
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons.

      If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from the
Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.

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

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

      SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If pursuant to Section 301 provision is made
for either or both of (a) defeasance of the Securities of or within a series
under Section 1402 or (b) covenant defeasance of the Securities of or within a
series under Section 1403, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 with respect
to any Securities), shall be applicable to such Securities and any coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any coupons appertaining thereto,
elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be
applied to such Outstanding Securities and any coupons appertaining thereto upon
compliance with the conditions set forth below in this Article.

      SECTION 1402. Defeasance and Discharge. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such


                                       82
<PAGE>

Outstanding Securities and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (A) and (B) of this Section,
and to have satisfied all its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities and
any coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1004, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section notwithstanding the prior exercise of its option under Section 1403
with respect to such Securities and any coupons appertaining thereto.

      SECTION 1403. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from any obligations under any
covenant specified pursuant to Section 301, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

      SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:


                                       83
<PAGE>

      (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fourteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in Dollars, or (2) Government Obligations applicable to
such Securities and coupons appertaining thereto which, through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of
principal of (and premium, if any) and interest, if any, on such Securities and
any coupons appertaining thereto, money in an amount, or (3) a combination
thereof in an amount, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (i) the principal of (and premium, if any) and
interest, if any, on such Outstanding Securities and any coupons appertaining
thereto on the Stated Maturity of such principal or installment of principal or
interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any coupons appertaining thereto
on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any coupons appertaining
thereto.

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

      (c) No Default or Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at any
time during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

      (d) In the case of an election under Section 1402, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

      (e) In the case of an election under Section 1403, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on


                                       84
<PAGE>

the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred.

      (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the trustee for such
trust funds or (ii) all necessary registrations under said Act have been
effected.

      (g) Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 301.

      SECTION 1405. Deposited Money and Government Obligations to be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 1404 in respect of any
Outstanding Securities of any series and any coupons appertaining thereto shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and any coupons appertaining thereto and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities and any coupons appertaining thereto of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.

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

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.


                                       85
<PAGE>

                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

      SECTION 1501. Purposes for Which Meetings May be Called. If Securities of
a series are issuable as Bearer Securities, a meeting of Holders of Securities
of such series may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series.

      SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1501, to be held at such time and at such place in the
Borough of Manhattan, The City of New York or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

      (b) In case at any time the Company, pursuant to a Board Resolution, any
Subsidiary Guarantor (if the Securities are Guaranteed Securities), by or
pursuant to a Subsidiary Guarantor's Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of Securities of
such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company any Subsidiary Guarantor, if applicable, or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

      SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel, any representatives of the Company and its counsel and any
representatives of any Subsidiary Guarantor and its counsel.

      SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however,
that if any action is to be taken at such


                                       86
<PAGE>

meeting with respect to a consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote such specified percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

      Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of not less
than a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

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

      Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

            (i) there shall be no minimum quorum requirement for such meeting;
      and

            (ii) the principal amount of the Outstanding Securities of such
      series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand,


                                       87
<PAGE>

      authorization, direction, notice, consent, waiver or other action has been
      made, given or taken under this Indenture.

      SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.

      (b) Except as otherwise permitted or required by any such regulations, the
holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section
104 or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

      (c) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company, any Subsidiary Guarantor or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

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

      (e) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

      SECTION 1506. Counting Votes and Recording Action of Meetings. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for


                                       88
<PAGE>

or against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any Series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, another to any Subsidiary Guarantor and
another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

                                ARTICLE SIXTEEN

                               SUBSIDIARY GUARANTY

      SECTION 1601. Subsidiary Guaranty. The Subsidiary Guaranty set forth in
this Article Sixteen shall only be in effect with respect to Securities of a
series to the extent such Subsidiary Guaranty is made applicable to such series
in accordance with Section 301. Each Subsidiary Guarantor hereby unconditionally
guarantees to each Holder of a Guaranteed Security authenticated and delivered
by the Trustee, and to the Trustee on behalf of each such Holder, the due and
punctual payment of the principal of, any premium and interest on such
Guaranteed Security, whether at maturity, by acceleration, redemption, repayment
or otherwise, in accordance with the terms of such Guaranteed Security and this
Indenture. In case of the failure of the Company punctually to pay any such
principal, premium or interest, each Subsidiary Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at maturity, upon acceleration, redemption, repayment or
otherwise, and as if such payment were made by the Company.

      Each Subsidiary Guarantor hereby agrees that its obligations hereunder
shall be as principal and not merely as surety, and shall be absolute,
irrevocable and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any Guaranteed Security or this
Indenture, any failure to enforce the provisions of any Guaranteed Security or
this Indenture, or any waiver, modification, consent or indulgence granted with
respect thereto by the Holder of such Guaranteed Security or the Trustee, the
recovery of any judgment against the Company or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or Subsidiary Guarantor. Each Subsidiary Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of merger, insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to any such Guaranteed Security or the Indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Subsidiary Guaranty will not be
discharged except by


                                       89
<PAGE>

payment in full of the principal of, any premium and interest on the Guaranteed
Securities and the complete performance of all other obligations contained in
the Guaranteed Securities.

      This Subsidiary Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time payment on any Guaranteed Security, in whole
or in part, is rescinded or must otherwise be repaid to the Company or any
Subsidiary Guarantor upon the bankruptcy, liquidation or reorganization of the
Company, any Subsidiary Guarantor or otherwise.

      Each Subsidiary Guarantor shall be subrogated to all rights of the Holder
of any Guaranteed Security against the Company in respect of any amounts paid to
such Holder by any Subsidiary Guarantor pursuant to the provisions of this
Subsidiary Guaranty; provided, however, that each Subsidiary Guarantor shall not
be entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, any premium and interest on
all Guaranteed Securities shall have been paid in full.

                                   * * * * * *

      This Indenture 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 Indenture.


                                       90
<PAGE>

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

                                         PSEG POWER LLC

      [SEAL]

                                         By: /s/ Morton A. Plawner
                                             -----------------------------------
                                             Name: Morton A. Plawner
                                             Title: Vice President and Treasurer

                                         PSEG ENERGY RESOURCES AND TRADE LLC

                                         By: /s/ Morton A. Plawner
                                             -----------------------------------
                                             Name: Morton A. Plawner
                                             Title: Treasurer

                                         PSEG FOSSIL LLC

                                         By: /s/ Morton A. Plawner
                                             -----------------------------------
                                             Name: Morton A. Plawner
                                             Title: Treasurer

                                         PSEG NUCLEAR LLC

                                         By: /s/ Morton A. Plawner
                                             -----------------------------------
                                             Name: Morton A. Plawner
                                             Title: Treasurer


<PAGE>

                                                     THE BANK OF NEW YORK,
                                                           as Trustee

                                                     By: /s/ Marie E. Trimboli
                                                         -----------------------
                                                         Name: Marie E. Trimboli
                                                         Title: Vice President


<PAGE>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                      A-1
<PAGE>

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

              [Insert title or sufficient description of Securities
                                to be delivered]

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

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


                                      A-1-1
<PAGE>

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

      This certificate excepts and does not relate to [U.S.$] ____________of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

      We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

      Dated: ________________, 20__

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                    [Name of Person Making Certification]

                                    -------------------------------------
                                    (Authorized Signatory)
                                    Name:
                                    Title:


                                      A-1-2

<PAGE>

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
             CLEARSTREAM BANKING IN CONNECTION WITH THE EXCHANGE OF
                    A PORTION OF A TEMPORARY GLOBAL SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

              [Insert title or sufficient description of Securities
                                to be delivered]

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

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


                                     A-2-1
<PAGE>

      We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

      We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:  _______________, 20__

[To be dated no earlier than the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]

                                          Euroclear Bank S.A./N.V.,
                                             as Operator of the Euroclear System
                                          Clearstream Banking, Luxembourg, S.A.

                                          By___________________________


                                     A-2-2
<PAGE>

                                    EXHIBIT B

                           FORM OF SUBSIDIARY GUARANTY

      For value received, __________, __________, and __________, each a [List
State of Organization and Corporate Form] (each herein called a "Guarantor" and
together called the "Guarantors", which terms include any successor Person under
the Indenture referred to in the Note upon which this Guarantee is endorsed),
jointly and severally, hereby irrevocably and unconditionally guarantees to the
Holder of the Note upon which this Guarantee is endorsed, and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal of
(and premium, if any, on), make-whole amount, if any, on and interest, if any,
on such Note and the due and punctual payment of any sinking fund payments
provided for pursuant to the terms of any such Note when and as the same shall
become due and payable, whether at the maturity by declaration of acceleration,
call for redemption, request for redemption, repayment at the option of the
Holder or otherwise, in accordance with the terms of said Note and of the
Indenture. In case of the failure of the issuer of the Note (the "Issuer")
punctually to make any such payment of principal (or premium, if any), or
make-whole amount, if any, or interest, if any or any sinking fund payment, the
Guarantors, jointly and severally, hereby agree to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at
the Stated Maturity (as defined in the Indenture), by declaration of
acceleration, call for redemption, request for redemption, repayment at the
option of the Holder or otherwise, and as if such payment were made by the
Issuer.

      Each Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute,
irrevocable and unconditional, irrespective of the validity, regularity or
enforceability of said Note or the Indenture, the absence of any action to
enforce the same, any waiver or consent by the Holder of said Note or by the
Trustee or the Paying Agent with respect to any provisions thereof or of the
Indenture, the recovery of any judgment against the Issuer or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to said Note
or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged except by complete performance of its
obligations contained in the Indenture, said Note and this Guarantee.

      The Holder of the Note on which this Guarantee is endorsed is entitled to
the further benefits relating thereto set forth in the Note and the Indenture.
No reference herein to the Indenture and no provision of this Guarantee, said
Note or the Indenture shall alter or impair the guarantee of each Guarantor,
which is absolute and unconditional, of the due and punctual payment of the
principal of (and premium, if any, on), or make-whole amount, if any, and


                                      B-1
<PAGE>

interest, if any, or any sinking fund payment in respect of, the Note upon which
this Guarantee is endorsed.

      The Indenture, the Note and the Guarantee shall be governed by and
construed in accordance with the laws of the State of New York.

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET
FORTH IN SAID NOTE AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the within Note has been executed by the
Trustee, directly or through an authenticating agent, by manual or facsimile
signature of an authorized signatory.


                                      B-2
<PAGE>

      IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed.

Dated:   __________ __, ____

                                                     ___________________

                                                     By: _______________________
                                                         Name:

                                                         Title:

                                                     ___________________

                                                     By: _______________________
                                                         Name:

                                                         Title:

                                                     ___________________

                                                     By: _______________________
                                                         Name:

                                                         Title:


                                      B-3