<PAGE>
                                                                     Exhibit 4.3


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


                           PUGET SOUND ENERGY, INC.,
                                    Issuer


                                      and


                         BANK ONE TRUST COMPANY, N.A.,
                                    Trustee


                               _________________


                                   INDENTURE


                           Dated as of May 18, 2001


                               _________________



                         SUBORDINATED DEBT SECURITIES


--------------------------------------------------------------------------------
<PAGE>

                            CROSS REFERENCE SHEET*

     This Cross Reference Sheet shows the location in this Indenture of the
provisions inserted pursuant to the Trust Indenture Act of 1939, as amended.

<TABLE>
<CAPTION>
                Trust Indenture Act                          Sections of Indenture
---------------------------------------------------  --------------------------------------
<S>                                                  <C>
310 (a)(1) and (2).................................  6.9
310 (a)(3) and (4).................................  Inapplicable
310 (b)............................................  6.8 and 6.10 (a), (b) and (d)
310 (c)............................................  Inapplicable
311 (a)............................................  6.13 (a) and (c)(1) and (2)
311 (b)............................................  6.13 (b)
311 (c)............................................  Inapplicable
312 (a)............................................  4.1 and 4.2 (a)
312 (b)............................................  4.2 (a) and (b)(i) and (ii)
312 (c)............................................  4.2 (c)
313 (a)............................................  4.4 (a)
313 (b)(1).........................................  Inapplicable
313 (b)(2).........................................  4.4 (b)
313 (c)............................................  4.4 (c)
313 (d)............................................  4.4 (d)
314 (a)............................................  4.3
314 (b)............................................  Inapplicable
314 (c)(1) and (2).................................  13.5
314 (d)............................................  Inapplicable
314 (e)............................................  13.5
314 (f)............................................  Inapplicable
315 (a), (c) and (d)...............................  6.1
315 (b)............................................  5.11
315 (e)............................................  5.12
316 (a)(1).........................................  5.9
316 (a)(2).........................................  Not required
316 (a) (last sentence)............................  7.4
316 (b)............................................  5.7
316 (c)............................................  Not required
317 (a)............................................  5.2
317 (b)............................................  3.4 (a) and (b)
318 (a)............................................  13.7
</TABLE>
_________________________
*    This Cross Reference Sheet is not part of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>            <C>                                                                                                       <C>
ARTICLE I.     DEFINITIONS.............................................................................................   1

     1.1       Certain Terms Defined...................................................................................   1

ARTICLE II.    SECURITIES..............................................................................................   6

     2.1       Forms Generally.........................................................................................   6

     2.2       Form of Trustee's Certificate of Authentication.........................................................   7

     2.3       Amount Unlimited; Issuable in Series....................................................................   7

     2.4       Authentication and Delivery of Securities...............................................................  10

     2.5       Execution of Securities.................................................................................  12

     2.6       Certificate of Authentication...........................................................................  12

     2.7       Denomination of Securities; Payments of Interest........................................................  13

     2.8       Registration, Transfer and Exchange.....................................................................  13

     2.9       Mutilated, Defaced, Destroyed, Lost and Stolen Securities...............................................  16

     2.10      Cancellation of Securities; Destruction Thereof.........................................................  17

     2.11      Temporary Securities....................................................................................  17

     2.12      Computation of Interest.................................................................................  18

ARTICLE III.   COVENANTS OF THE ISSUER.................................................................................  18

     3.1       Payment of Principal and Interest.......................................................................  18

     3.2       Offices for Payments, etc...............................................................................  18

     3.3       Appointment to Fill a Vacancy in Office of Trustee......................................................  19

     3.4       Paying Agents...........................................................................................  19

     3.5       Limitation on Dividends; Transactions with Affiliates...................................................  20

     3.6       Covenants as to PSE Trust...............................................................................  21
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                                             <C>
ARTICLE IV.    SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE..................................................  21

          4.1  Issuer to Furnish Trustee Names and Addresses of Securityholders.................................................  21

          4.2  Preservation and Disclosure of Securityholders Lists.............................................................  21

          4.3  Reports by the Issuer............................................................................................  23

          4.4  Reports by the Trustee...........................................................................................  23

ARTICLE V.     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT..................................................  24

          5.1  Event of Default Defined; Acceleration of Maturity; Waiver of Default............................................  24

          5.2  Collection of Indebtedness by Trustee; Trustee May Prove Debt....................................................  26

          5.3  Application of Proceeds..........................................................................................  28

          5.4  Suits for Enforcement............................................................................................  29

          5.5  Restoration of Rights on Abandonment of Proceedings..............................................................  29

          5.6  Limitations on Suits by Securityholders..........................................................................  30

          5.7  Unconditional Right of Securityholders to Receive Principal and Interest and to Institute Certain Suits..........  30

          5.8  Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default..........................................  30

          5.9  Control by Holders of Securities.................................................................................  31

         5.10  Waiver of Past Defaults..........................................................................................  31

         5.11  Trustee to Give Notice of Default, But May Withhold in Certain Circumstances.....................................  32

         5.12  Right of Court to Require Filing of Undertaking to Pay Costs.....................................................  32

ARTICLE VI.    CONCERNING THE TRUSTEE...........................................................................................  33

          6.1  Duties and Responsibilities of the Trustee; During Default; Prior to Default.....................................  33
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                                              <C>
          6.2  Certain Rights of the Trustee....................................................................................  34

          6.3  Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof...............  35

          6.4  Trustee and Agents May Hold Securities; Collections, etc.........................................................  35

          6.5  Moneys Held by Trustee...........................................................................................  35

          6.6  Compensation and Indemnification of Trustee and Its Prior Claim..................................................  36

          6.7  Right of Trustee to Rely on Officers' Certificate, etc...........................................................  36

          6.8  Qualification of Trustee; Conflicting Interests..................................................................  37

          6.9  Persons Eligible for Appointment as Trustee......................................................................  37

         6.10  Resignation and Removal; Appointment of Successor Trustee........................................................  37

         6.11  Acceptance of Appointment by Successor Trustee...................................................................  39

         6.12  Merger, Conversion, Consolidation or Succession to Business of Trustee...........................................  39

         6.13  Preferential Collection of Claims Against the Issuer.............................................................  40

         6.14  Appointment of Authenticating Agent..............................................................................  40

ARTICLE VII.   CONCERNING THE SECURITYHOLDERS...................................................................................  41

          7.1  Evidence of Action Taken by Securityholders......................................................................  41

          7.2  Proof of Execution of Instruments and of Holding of Securities...................................................  41

          7.3  Holders to Be Treated as Owners..................................................................................  42

          7.4  Securities Owned by Issuer Deemed Not Outstanding................................................................  42

          7.5  Right of Revocation of Action Taken..............................................................................  43

          7.6  Calculation of Original Issue Discount...........................................................................  43

ARTICLE VIII.  SUPPLEMENTAL INDENTURES..........................................................................................  43

          8.1  Supplemental Indentures Without Consent of Securityholders.......................................................  43
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                                              <C>
          8.2  Supplemental Indentures With Consent of Securityholders..........................................................  45

          8.3  Effect of Supplemental Indenture.................................................................................  46

          8.4  Documents to Be Given to Trustee.................................................................................  46

          8.5  Notation on Securities in Respect of Supplemental Indentures.....................................................  46

ARTICLE IX.    CONSOLIDATION, MERGER, SALE OR CONVEYANCE........................................................................  47

          9.1  Covenant of Issuer Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions............  47

          9.2  Successor Corporation Substituted for Issuer.....................................................................  47

          9.3  Documents to be Delivered to Trustee.............................................................................  48

ARTICLE X.     SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS........................................................  48

         10.1  Satisfaction and Discharge of Indenture..........................................................................  48

         10.2  Application by Trustee of Funds Deposited for Payment of Securities..............................................  51

         10.3  Repayment of Moneys Held by Paying Agent.........................................................................  51

         10.4  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years......................................  51

         10.5  Indemnity for Government Obligations.............................................................................  51

ARTICLE XI.    REDEMPTION OF SECURITIES AND SINKING FUNDS.......................................................................  52

         11.1  Applicability of Article.........................................................................................  52

         11.2  Notice of Redemption; Partial Redemptions........................................................................  52

         11.3  Payment of Securities Called for Redemption......................................................................  53

         11.4  Exclusion of Certain Securities from Eligibility for Selection for Redemption....................................  54

         11.5  Mandatory and Optional Sinking Funds.............................................................................  54

ARTICLE XII.   SUBORDINATION....................................................................................................  56
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<S>                                                                                                                              <C>
         12.1  Applicability of Article; Securities Subordinated to Senior Indebtedness.........................................  56

         12.2  Issuer Not to Make Payments with Respect to Subordinated Securities in Certain Circumstances.....................  57

         12.3  Subordinated Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or
               Reorganization of Issuer.........................................................................................  58

         12.4  Holders of Subordinated Securities to be Subrogated to Right of Holders of Senior Indebtedness...................  60

         12.5  Obligation of the Issuer Unconditional...........................................................................  60

         12.6  Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice..........................................  61

         12.7  Application by Trustee of Monies or Government Obligations Deposited with It.....................................  61

         12.8  Subordination Rights Not Impaired by Acts or Omissions of Issuer or Holders of Senior Indebtedness...............  62

         12.9  Securityholders Authorize Trustee to Effectuate Subordination of Securities......................................  63

        12.10  Right of Trustee to Hold Senior Indebtedness.....................................................................  63

        12.11  Article XII Not to Prevent Events of Defaults....................................................................  63

ARTICLE XIII.  MISCELLANEOUS PROVISIONS.........................................................................................  64

         13.1  Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability...................  64

         13.2  Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities................................  64

         13.3  Successors and Assigns of Issuer Bound by Indenture..............................................................  64

         13.4  Notices and Demands on Issuer, Trustee and Holders of Securities.................................................  64

         13.5  Officers' Certificates and Opinions of Counsel; Statements to be Contained Therein...............................  65
</TABLE>

                                      -v-
<PAGE>

<TABLE>
<S>                                                                                                                              <C>
         13.6  Payments Due on Saturdays, Sundays and Holidays..................................................................  66

         13.7  Conflict of any Provision of Indenture with Trust Indenture Act of 1939..........................................  67

         13.8  Governing Law....................................................................................................  67

         13.9  Counterparts.....................................................................................................  67

        13.10  Effect of Headings and Table of Contents.........................................................................  67

        13.11  Separability Clause..............................................................................................  67

ARTICLE XIV.   SECURITYHOLDERS' MEETINGS........................................................................................  67

         14.1  Purposes of Meetings.............................................................................................  67

         14.2  Call of Meetings by Trustee......................................................................................  68

         14.3  Call of Meetings by the Issuer or Securityholders................................................................  68

         14.4  Qualifications for Voting........................................................................................  68

         14.5  Regulations......................................................................................................  68

         14.6  Voting...........................................................................................................  69
</TABLE>

                                      -vi-
<PAGE>

     THIS INDENTURE dated as of May 18, 2001 between Puget Sound Energy, Inc., a
Washington corporation (the "Issuer"), and Bank One Trust Company, N.A., a
national banking association, as trustee (the "Trustee").

                                    RECITALS

     A.   The Issuer has duly authorized the issue from time to time of its
debentures, notes, bonds or other evidences of indebtedness to be issued in one
or more series (the "Securities") up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture;

     B.   The Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

     C.   All things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:

                            ARTICLE I. DEFINITIONS

1.1  Certain Terms Defined

     The following terms (except as otherwise expressly provided or unless the
context otherwise clearly requires) for all purposes of this Indenture and of
any indenture supplemental hereto shall have the respective meanings specified
in this Section.  All other terms used in this Indenture that are defined in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture.  All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles, and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted in the United States of America at the time of any
computation.  References to any statute mean such statute as amended at the time
and includes any successor legislation.  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.  The terms
defined in this Article include the plural as well as the singular.
<PAGE>

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

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
or consented to by the Board of Directors and to be in full force and effect,
and delivered to the Trustee.

     "Business Day" means a day on which banking institutions in New York, New
York or Delaware are not authorized or required by law or regulation to close.

     "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 the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties at such time.

     "Common Securities" means undivided beneficial interests in the assets of a
PSE Trust which rank pari passu with Preferred Securities issued by such trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and maturity are subordinated to the
rights of holders of Preferred Securities.

     "Common Securities Guarantee" means any guarantee that the Issuer may enter
into that operates directly or indirectly for the benefit of holders of Common
Securities of PSE Trust.

     "PSE Trust" means a Delaware business trust formed by the Issuer for the
purpose of purchasing the Securities of the Issuer.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 1 Bank One Plaza, Suite IL1-0126, Chicago,
Illinois, 60670-0126.

     "Declaration" means, in respect of a PSE Trust, the amended and restated
declaration of trust of such PSE Trust or any other governing instrument of such
Trust.

                                      -2-
<PAGE>

     "Depository" means, with respect to the Securities of any series issuable
or issued in the form of one or more Global Securities, the Person designated as
Depository by the Issuer pursuant to Section 2.3, which must be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and any
other applicable statute or regulation, until a successor Depository shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depository" shall mean each Person who is then a Depository
hereunder; and if at any time there is more than one such Person, "Depository"
as used with respect to the Securities of any such series shall mean each
Depository with respect to the Global Securities of such series.

     "Event of Default" means any event or condition specified as such in
Section 5.1.

     "Global Security" means a Security evidencing all or a part of a series of
Securities issued to the Depository, or its nominee, for such series in
accordance with Section 2.4, and bearing the legend prescribed in Section 2.4.

     "Government Obligations" means direct obligations of the United States for
the payment of which its full faith and credit is pledged, or obligations of a
person controlled or supervised by and acting as an agency or instrumentality of
the United States and the payment of which is unconditionally guaranteed by the
United States, 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 a 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.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean the Person in whose name such Security is registered in the Security
Register kept by the Issuer for that purpose in accordance with the terms
hereof.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as provided hereunder.

     "Interest Payment Date" means (a) the date or dates, if any, on which
interest is to be paid on any Security as established pursuant to Section
2.3(f), (b) the date of maturity or redemption of such Security, and (c) only
with respect to defaulted interest on such Security, the date established for
the payment of such defaulted interest pursuant to Section 2.7 hereof.

     "Issuer" means (except as otherwise provided in Article VI) Puget Sound
Energy, Inc., a Washington corporation, and, subject to Article IX, its
successors and assigns.

                                      -3-
<PAGE>

     "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by one of the Chairman, the President, any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President"), the Treasurer or an Assistant
Treasurer of the Issuer.

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

     "Officers' Certificate" means a certificate signed by one of the Chairman,
the President, any Vice President (whether or not designated by a number or
numbers or a word or words added before or after the title "Vice President"),
the Treasurer or an Assistant Treasurer and by the Secretary or any Assistant
Secretary, of the Issuer and delivered to the Trustee.  Except as otherwise
provided herein, each such certificate shall include the statements provided for
in Section 13.5.

     "Opinion of Counsel" means an opinion in writing signed by the counsel of
the Issuer as designated by the Board of Directors or by such other legal
counsel who may be an employee of or regular counsel to the Issuer and who shall
be satisfactory to the Trustee.  Each such opinion shall include the statements
provided for in Section 13.5, if and to the extent required thereby.

     "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all Securities
theretofore authenticated and delivered by the Trustee under this Indenture,
except:

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

     (b) Securities, or portions thereof, for the payment or redemption of which
moneys or Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been theretofore deposited in trust with the Trustee
or with any paying agent (other than the Issuer) or shall have been set aside,
segregated and held in trust by the Issuer for the Holders of such Securities
(if the Issuer shall act as its own paying agent), provided that if such
Securities, or portions thereof, are to be redeemed prior to the Maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

     (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a Person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

                                      -4-
<PAGE>

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder Securities owned
by the Issuer or any other obligor upon the Securities of any Affiliate of the
Issuer or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.  Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Issuer or any other obligor upon the Securities or
an Affiliate of the Issuer or of such other obligor.

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

     "Preferred Securities"  means undivided beneficial interests in the assets
of a PSE Trust which rank pari passu with Common Securities issued by such
trust; provided however, that upon the occurrence of an Event of Default, the
rights of holders of Common Securities to payment in respect of distributions
and payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

     "Preferred Securities Guarantee" means any guarantee that the Issuer may
enter into that operates directly or indirectly for the benefit of holders of
Preferred Securities of a PSE Trust.

     "Principal" means the amount (including, without limitation, if and to the
extent applicable, any premium) that is payable with respect to a Security as of
any date and for any purpose (including, without limitation, in connection with
any sinking fund, upon any redemption at the option of the Issuer, upon any
purchase or exchange at the option of the Issuer or the Holder of such Security
and upon any acceleration of the Maturity of such Security).

     "Property Trustee" means the entity performing the functions of the
Property Trustee of a PSE Trust under the applicable Declaration of such PSE
Trust.

     "Record Date" shall have the meaning set forth in Section 2.7.

     "Responsible Officer," when used with respect to the Trustee, means any
officer assigned to administer corporate trust matters, or to whom any corporate
trust matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Security" or "Securities" shall have the meaning stated in the first
recital of this Indenture and, more particularly, any Securities that have been
authenticated and delivered under this Indenture.

                                      -5-
<PAGE>

     "Security Register" and "Security Registrar" shall have the respective
meanings set forth in Section 2.8.

     "Senior Indebtedness" shall have the meaning set forth in Section 12.1(b).

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

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

     "Trust Indenture Act of 1939" or "Trust Indenture Act" (except as otherwise
provided in Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was originally executed.

     "Trust Securities" means Common Securities and Preferred Securities.

     "Trustee" means the Person identified as the "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee.  "Trustee" shall also mean or include each Person
who is then a trustee hereunder; and if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.


                            ARTICLE II.  SECURITIES

2.1  Forms Generally

     The Securities of each series shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in a Board Resolution, an
Officers' Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification and such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities as
evidenced by their execution of such Securities.

                                      -6-
<PAGE>

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

2.2  Form of Trustee's Certificate of Authentication

     The Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                        BANK ONE TRUST COMPANY, N.A.,
                                        as Trustee



                                        By:_________________________________
                                           Authorized Signatory"

     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee's certificate of
authentication to be borne by the Securities of each such series shall be
substantially as follows:

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


                                                                      ,
                                ______________________________________
                                as Authenticating Agent



                                 By:__________________________________
                                   Authorized Officer"

2.3  Amount Unlimited; Issuable in Series

     (a) The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

     (b) The Securities may be issued in one or more series and shall be direct
obligations of the Issuer.

     (c) Each Security shall be dated and issued as of the date of its
authentication by the Trustee.

                                      -7-
<PAGE>

     (d) Each Security shall bear interest from the later of its original date
of authentication or the most recent Interest Payment Date to which interest has
been paid or duly provided for with respect to such Security until the principal
of such Security is paid or made available for payment, and interest on each
Security shall be payable on each Interest Payment Date after the date of such
Security.

     (e) Each Security shall mature on a date specified in the Security and the
principal amount of each outstanding Security shall be payable on the Maturity
specified therein.

     (f) There shall be established in or pursuant to one or more Board
Resolutions (and, to the extent established pursuant to rather than set forth in
a Board Resolution, in an Officers' Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series:

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

          (2) any limit upon the aggregate principal amount of the Securities of
such 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 such series pursuant to
Section 2.8, 2.9, 2.11, 8.5 or 11.3);

          (3) subject to Section 2.3(e), the date or dates (and whether fixed or
extendible) on which the principal of the Securities of such series is payable;

          (4) the date from which interest on the Securities of such series
shall begin to accrue, the rate or rates at which the Securities of such series
shall bear interest, if any, the Interest Payment Date or Dates for the
Securities of such series and the Record Date for interest payable on any
Interest Payment Date;

          (5) the place or places where the principal of and any interest on
Securities of such series shall be payable and where such Securities may be
registered or transferred (if in addition to, or other than, as provided in
Section 3.2);

          (6) the right, if any, of the Issuer to redeem or purchase Securities
of such series, in whole or in part, at its option and the period or periods
within which, the price or prices at which and any terms and conditions upon
which Securities of such series may be so redeemed;

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

                                      -8-
<PAGE>

          (8)  if other than denominations of $25 and any integral multiple
thereof, the denominations in which Securities of such series shall be issuable;

          (9)  whether the Securities of such series will be subordinated to the
payment of Senior Indebtedness on the terms and conditions set forth in Article
XII  and whether such subordination shall be subject to any provisions in
addition to or in lieu of those set forth in Article XII;

          (10) whether the Securities of such series will be issuable as Global
Securities;

          (11) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of such series held by a person who is not
a U.S. Person in respect of any tax, assessment or governmental charge withheld
or deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

          (12) 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, and the form and terms of any such
certificates, documents or conditions;

          (13) any trustees, depositaries, authenticating or paying agents,
transfer agents, conversion agents or registrars or any other agents with
respect to the Securities of such series;

          (14) any events of default or covenants with respect to the Securities
of such series other than those specified herein;

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

          (16) if the Securities of such series shall be issued in whole or in
part in the form of one or more Global Securities, whether beneficial owners of
interests in any such Global Security may exchange such interests for Securities
of such series of like tenor and of authorized form and denomination and the
circumstances under which any such changes may occur, if other than in the
manner provided in Section 2.8;

          (17) the right of the Issuer, if any, to defer any payment of
principal of or interest on the Securities of such series, and the maximum
length of any such deferral period;

          (18) whether any property will be pledged to secure the Securities;
and

                                      -9-
<PAGE>

          (19) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical, except
as to denomination and except as may otherwise be provided by or pursuant to the
Board Resolution or Officers' Certificate referred to above or as set forth in
any indenture supplemental hereto referred to above.  All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto.

2.4  Authentication and Delivery of Securities

     The Issuer may from time to time deliver Securities of any series, executed
by the Issuer to the Trustee for authentication, together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon
authenticate and make available for delivery such Securities to or upon the
order of the Issuer (contained in the Issuer Order referred to below in this
Section) or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order.  If so
provided in the Board Resolution, Officers' Certificate or supplemental
indenture establishing the Securities of any series, the maturity date, interest
accrual date, interest rate, Interest Payment Date or Dates and any other terms
of any or all of the Securities of such series may be determined by or pursuant
to such Issuer Order and procedures.  If provided for in such procedures, such
Issuer Order may authorize authentication and delivery pursuant to instructions
(from the Issuer or its duly authorized agent) in writing, by facsimile or any
other method mutually agreed upon by the Issuer and Trustee.  In authenticating
the Securities of a series and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive (but, in the case of subparagraphs (b), (c) and (d) below, only at or
before the time of the first request of the Issuer to the Trustee to
authenticate Securities of such series, however, any request after the first
shall be deemed to include the representation of the Issuer that the document
previously delivered pursuant to subparagraphs (b), (c) and (d) below are still
true and in effect) and (subject to Section 6.1) shall be fully protected in
relying upon, unless and until such documents have been superseded or revoked:

     (a) an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities are not to be delivered to the Issuer.

     (b) any Board Resolution, Officers' Certificate and/or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the forms and terms of the Securities of such series were established;

     (c) an Officers' Certificate setting forth the form or forms and terms of
the Securities of such series stating (i) that such form or forms and terms have
been established pursuant to Sections 2.1 and 2.3 and comply with this
Indenture, (ii) the aggregate principal

                                      -10-
<PAGE>

amount of all of the Securities outstanding under this Indenture and (iii)
covering such other matters as the Trustee may reasonably request; and

     (d) at the option of the Issuer, either an Opinion of Counsel, or a letter
addressed to the Trustee permitting it to rely on an Opinion of Counsel,
substantially to the effect that:

          (1) the forms of the Securities of such series have been duly
authorized and established in conformity with the provisions of this Indenture;

          (2) the terms of the Securities of such series have been duly
authorized and established in conformity with the provisions of this Indenture;

          (3) when the Securities of such series have been executed by the
Issuer and authenticated by the Trustee in accordance with the provisions of
this Indenture and delivered to and duly paid for by the purchasers thereof,
they will have been duly issued under this Indenture and will be valid and
legally binding obligations of the Issuer, enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting the enforcement of
creditors' rights and to general principles of equity, and will be entitled to
the benefits of this Indenture;

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

          (5) the issuance of the Securities will not result in any default
under this Indenture, or any other contract, indenture, loan agreement or other
instrument to which the Issuer is a party or by which it or any of its property
is bound; and

          (6) no consent, approval, authorization, order, registration or
qualification of or with any governmental agency or body having jurisdiction
over the Issuer is required for the execution and delivery of the Securities of
such series by the Issuer, except such as have been obtained (except that no
opinion need be expressed as to state securities or Blue Sky laws).

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of any series under this Section (other than Securities the forms and
terms of which shall have been established by supplemental indenture) if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken by the Issuer or if the Trustee in good faith by its board of directors
or board of trustees, executive committee or a trust committee of directors,
trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders or would affect the
Trustee's rights, duties or immunities under the Securities of any such series,
this Indenture or otherwise.

                                      -11-
<PAGE>

     If the Issuer shall establish pursuant to Section 2.3 that the Securities
of a series are to be issued in the form of one or more Global Securities, then
the Issuer shall execute and the Trustee shall, in accordance with this Section
and the Issuer Order with respect to such series, authenticate and make
available for delivery one or more Global Securities that (i) shall be in an
aggregate amount equal to the aggregate principal amount specified in such
Issuer Order, (ii) shall be registered in the name of the Depository therefor or
its nominee, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions and (iv) shall bear a legend
substantially to the following effect:

          "Unless and until it is exchanged in whole or in part for
          Securities in definitive registered form, this Security may
          not be transferred except as a whole by the Depository to
          the nominee of the Depository or by a nominee of the
          Depository to the Depository or another nominee of the
          Depository or by the Depository or any such nominee to a
          successor Depository or a nominee of such successor
          Depository."

2.5  Execution of Securities

     The Securities shall be signed on behalf of the Issuer by one of its
Chairman, its President, any Vice President (whether or not designated by a
number or numbers or a word or words added before or after the title "Vice
President"), the Treasurer or an Assistant Treasurer, and attested by the
Secretary or an Assistant Secretary of the Issuer.  Such signatures may be the
manual or facsimile signatures of such officers.  Typographical and other minor
errors or defects in any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     In case any officer of the Issuer who shall have so signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be so signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

2.6  Certificate of Authentication

     Only such Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  The
execution of such certificate by the Trustee upon any Security executed by the
Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder 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 Issuer, and the Issuer shall deliver such

                                      -12-
<PAGE>

Security to the Trustee for cancellation as provided in Section 2.10, together
with a written statement (which need not comply with Section 13.5 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Issuer, 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.

2.7  Denomination of Securities; Payments of Interest

     The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3.  The Securities of
each series shall be numbered, lettered or otherwise distinguished in such
manner or in accordance with such plan as the officers of the Issuer executing
the same may determine with the approval of the Trustee, as evidenced by the
execution and authentication thereof.

     The Securities of each series shall bear interest from the date, and such
interest shall be payable on the Interest Payment Dates, established as
contemplated by Section 2.3.

     The Person in whose name any Security of any series is registered at the
close of business on any Record Date applicable to such series with respect to
any Interest Payment Date for such series shall be entitled to receive the
interest, if any, payable on such Interest Payment Date notwithstanding any
transfer or exchange of such Security subsequent to the Record Date and prior to
such Interest Payment Date, except if and to the extent the Issuer shall default
in the payment of the interest due on such Interest Payment Date, in which case
such defaulted interest shall be paid to the Persons in whose names Outstanding
Securities of such series are registered at the close of business on a
subsequent Record Date (which shall be not less than five Business Days prior to
the date of payment of such defaulted interest) established by notice given by
mail by or on behalf of the Issuer to the Holders of Securities of such series
not less than 15 days preceding such subsequent Record Date.  The term "Record
Date," as used with respect to any Interest Payment Date (except a date for
payment of defaulted interest) for the Securities of any series, shall mean the
date specified as such in the terms of the Securities of such series established
as contemplated by Section 2.3.

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

2.8  Registration, Transfer and Exchange

     The Issuer will keep, or cause to be kept, at the Corporate Trust Office
and at each other office or agency to be maintained for the purpose as provided
in Section 3.2 for each series of Securities a register or registers
(collectively, the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, it will provide for the registration of
Securities of such series and the registration of transfer of Securities of such
series.  The

                                      -13-
<PAGE>

Security Register shall be in written form in the English language or in any
other form capable of being converted into such form within a reasonable time.
At all reasonable times such register or registers not maintained by the Trustee
shall be open for inspection by the Trustee. Unless and until otherwise
determined by the Issuer pursuant to Section 2.3, the Security Register with
respect to each series of Securities shall be kept solely at the Corporate Trust
Office and, for this purpose, the Trustee shall be designated the "Security
Registrar."

     Upon due presentation for registration of transfer of any Security of any
series at any such office or agency, the Issuer shall execute and the Trustee
shall authenticate and make available for delivery in the name of the transferee
or transferees a new Security or Securities of the same series, maturity date
and interest rate in authorized denominations for a like aggregate principal
amount.

     At the option of the Holder thereof, Securities of any series (other than a
Global Security, except as set forth below) may be exchanged for one or more
Securities of such series in authorized denominations for a like aggregate
principal amount, upon surrender of such Securities to be exchanged at the
office or agency to be maintained for such purpose in accordance with Section
3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter
provided.  Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.  All Securities surrendered upon any exchange or transfer provided for
in this Indenture shall be promptly cancelled by the Trustee and the Trustee
will deliver a certificate of cancellation thereof to the Issuer.

     All Securities presented for registration of transfer, exchange, redemption
or payment shall (if so required by the Issuer or the Trustee) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer and the Trustee duly executed by, the Holder or his
attorney duly authorized in writing.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 and 11.2 not involving any transfer.  No service charge shall
be made for any such transaction.

     The Issuer shall not be required to (a) issue, exchange or register a
transfer of any Securities of any series for a period of 15 days next preceding
the first mailing or publication of notice of redemption of Securities of such
series to be redeemed or (b) exchange or register the transfer of any Securities
selected, called or being called for redemption, in whole or in part, except, in
the case of any Security to be redeemed in part, the portion thereof not so to
be redeemed.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive registered form, a
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the

                                      -14-
<PAGE>

Depository for such Global Security to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for such Global Security or a nominee of such successor Depository.

     If at any time a Depository for any Securities of a series represented by
one or more Global Securities notifies the Issuer that it is unwilling or unable
to continue as Depository for such Securities or if at any time any such
Depository shall no longer be eligible as a Depository, the Issuer shall appoint
a successor Depository with respect to the Securities held by such Depository.
If a successor Depository is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Securities of such series shall no longer be represented by one or more Global
Securities held by such Depository, and the Issuer shall execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and make available for
delivery Securities of such series in definitive registered form without
coupons, in any authorized denominations and in an aggregate principal amount
equal to the principal amount of the Global Security or Securities held by such
Depository in exchange for such Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Securities of a particular series shall no longer be represented by a Global
Security or Securities.  In such event, the Issuer shall execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, Securities
of such series in definitive registered form in any authorized denominations and
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing Securities of such series in exchange for
such Global Security or Securities.

     If so specified by the Issuer pursuant to Section 2.3 with respect to
Securities of a particular series represented by a Global Security, the
Depository for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of such series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depository.  Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery:

     (a) to each Person specified by such Depository a new Security or
Securities of such series, in any authorized denominations requested by such
Person, in an aggregate principal amount equal to, and in exchange for, such
Person's beneficial interest in the Global Security; and

     (b) to such Depository a new Global Security in a denomination equal to the
difference between the principal amount of the surrendered Global Security and
the aggregate principal amount of Securities authenticated and delivered
pursuant to clause (a) above.

                                      -15-
<PAGE>

      Upon the exchange of any Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee.  Securities
in definitive registered form without coupons issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee.  The Trustee or
such agent shall deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

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

2.9   Mutilated, Defaced, Destroyed, Lost and Stolen Securities

      In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and
make available for delivery a new Security of the same series, maturity date and
interest rate, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen.  In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee or any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them and any agent of either of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and, in the case of mutilation or defacement, shall surrender
the Security to the Trustee or such agent.

      Upon the issuance of any substitute Security the Issuer 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 or its agent) connected therewith.  In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee or any agent of the Issuer or the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

      Every substitute Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen

                                      -16-
<PAGE>

Security shall be at any time enforceable by anyone and shall be entitled to all
the benefits of (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other Securities
of such series duly authenticated and delivered hereunder. All Securities shall
be held and owned upon the express condition that, to the extent permitted by
law, the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, defaced, destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

2.10  Cancellation of Securities; Destruction Thereof

      All Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer or any agent of the Issuer or
any agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture.  The Trustee or its agent shall cancel
Securities held by it and deliver a certificate of cancellation to the Issuer.
If the Issuer or its agent shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee or its agent for cancellation.

2.11  Temporary Securities

      Pending the preparation of definitive Securities for any series, the
Issuer may execute and the Trustee shall authenticate and make available for
delivery temporary Securities for such series (printed, lithographed,
typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities of any series shall be issuable as registered
Securities of any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange for
such definitive Securities in registered form without charge at each office or
agency to be maintained for such purpose in accordance with Section 3.2 and the
Trustee shall authenticate and make available for delivery in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series in authorized denominations. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under

                                      -17-
<PAGE>

this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.3.  The provisions of this Section are subject
to any restrictions or limitations on the issue and delivery of temporary
Securities of any series that may be established pursuant to Section 2.3.

2.12  Computation of Interest

      Except as otherwise specified as contemplated by Section 2.3 for
Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

                    ARTICLE III.   COVENANTS OF THE ISSUER

3.1   Payment of Principal and Interest

      The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest, if any, on, each of the Securities of such series
(together with any additional amounts payable pursuant to the terms of such
Securities) at the place or places, at the respective times and in the manner
provided in such Securities and in this Indenture.  The interest on Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders
thereof and, at the option of the Issuer, may be paid by wire transfer or by
mailing checks for such interest payable to or upon the written order of such
Holders at their last addresses as they appear on the registry books of the
Issuer.

3.2   Offices for Payments, etc.

      So long as any Securities are outstanding hereunder, the Issuer will
maintain in The City of New York, State of New York an office or agency where
the Securities of each series may be presented for payment, where the Securities
of each series may be presented for exchange as in this Indenture provided, and
where the Securities of each series may be presented for registration of
transfer as in this Indenture provided.

      The Issuer will maintain in The City of New York an office or agency where
notices and demands to or upon the Issuer in respect of the Securities of any
series, or this Indenture may be served.

      The Issuer will give to the Trustee prompt written notice of the location
of each such office or agency and of any change of location thereof.  In case
the Issuer shall fail to maintain any office or agency required by this Section
to be located in The City of New York, State of New York or shall fail to give
such notice of the location or of any change in the location of any of the above
offices or agencies, presentations and demands may be made and notices may be
served at the Corporate Trust Office of the Trustee, and, in such event, the
Trustee shall act as the Issuer's agent to receive all such presentations,
surrenders, notices and demands.

                                      -18-
<PAGE>

      The Issuer may from time to time designate one or more additional offices
or agencies where the Securities of any series may be presented for payment,
where the Securities of such series may be presented for exchange as in this
Indenture provided, where the Securities of such series may be presented for
registration of transfer as in this Indenture provided and the Issuer may from
time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain any office or agency provided for in this Section.  The
Issuer will give to the Trustee prompt written notice of any such designation or
rescission thereof and of change in the location of any such other office or
agency.

3.3   Appointment to Fill a Vacancy in Office of Trustee

      The Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

3.4   Paying Agents

      Whenever the Issuer shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section:

      (a) that such paying agent will hold all sums received by it as such agent
for the payment of the principal of or interest, if any, on the Securities of
such series (whether such sums have been paid to it by the Issuer or by any
other obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities of such series entitled thereto or of the Trustee
until such sums shall be paid to such Holders or otherwise disposed of as herein
provided;

      (b) that such paying agent will give the Trustee notice of any failure by
the Issuer (or by any other obligor on the Securities of such series) to make
any payment of the principal of or interest on the Securities of such series
when the same shall be due and payable; and

      (c) at any time during the continuance of any such failure, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent.

      The Issuer will, on or prior to each due date of the principal of or
interest, if any, on the Securities of any series, deposit with the paying agent
a sum sufficient to pay such principal or interest so becoming due, such sum to
be held in trust for the benefit of the Holders of the Securities of such series
entitled to such principal or interest, and (unless such paying agent is the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such
action.

                                      -19-
<PAGE>

      If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest, if any, on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of the Securities of such
series a sum sufficient to pay such principal or interest, if any, so becoming
due until such sums shall be paid to such Holders or otherwise disposed of as
herein provided.  The Issuer will promptly notify the Trustee of any failure to
take such action.

      Anything in this section to the contrary notwithstanding, but subject to
Section 10.1, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer or any paying
agent hereunder, as required by this Section, such sums to be held by the
Trustee upon the trusts herein contained, and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

3.5   Limitation on Dividends; Transactions with Affiliates

      If Securities are issued to a PSE Trust or a trustee of such trust in
connection with the issuance of Trust Securities by such PSE Trust and (a) an
Event of Default shall have occured, (b) there shall have occurred any event of
which the Issuer has actual knowledge that (i) is, or with the giving of notice
or the lapse of time, or both, would constitute an Event of Default and (ii) in
respect of which the Issuer shall not have taken reasonable steps to cure, (c)
the Issuer shall be in default with respect to its payment or any obligations
under the Preferred Securities Guarantee or Common Securities Guarantee relating
to such Trust Securities or (d) the Issuer shall have given notice of its
election to defer payments of interest on such Securities by extending the
interest payment period as provided in any indenture supplemental hereto and
such period, or any extension thereof, shall be continuing, then (x) the Issuer
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase or make a liquidation payment with respect to, any of
its capital stock, (y) the Issuer shall not make any payment of interest or
principal or premium on, or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Issuer which rank pari passu with or junior
to such Securities and (z) the Issuer shall not make guarantee payments with
respect to the foregoing (other than, with respect to clauses (x), (y) and (z),
(A) dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, common stock of the Issuer; (B) any
declaration of a dividend in connection with the implementation of a
shareholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto; (C)
payments under the Preferred Securities Guarantee; (D) as a direct result of,
and only to the extent required in order to avoid the issuance of fractional
shares of capital stock, following a reclassification of the Issuer's capital
stock or the exchange or conversion of one

                                      -20-
<PAGE>

class or series of the Issuer's capital stock for another class or series of the
Issuer's capital stock; and (E) the purchase of fractional interests in shares
of the Issuer's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged).

3.6   Covenants as to PSE Trust

      In the event Securities are issued to a PSE Trust or a trustee of such
trust, in connection with the issuance of Trust Securities by such trust, for so
long as such Trust Securities remain outstanding, the Issuer will (i) maintain
100% direct or indirect ownership of the Common Securities of such trust;
provided, however, that any permitted successor of the Issuer under the
Indenture may succeed to the Issuer's ownership of the Common Securities, (ii)
not cause, as sponsor of such trust, or permit, as holder of Common Securities
of such trust, the dissolution, winding-up or termination of such trust, except
in connection with a distribution of Securities as provided in the Declaration
and in connection with certain mergers, consolidations or amalgamations
permitted by the Declaration and (iii) use its reasonable efforts to cause such
trust (a) to remain a business trust, except in connection with a distribution
of Securities, the redemption of all of the Trust Securities of such PSE Trust
or certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such PSE Trust, and (b) to otherwise continue to be classified
for United States federal income tax purposes as a grantor trust.

      ARTICLE IV. SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE
                                    TRUSTEE

4.1   Issuer to Furnish Trustee Names and Addresses of Securityholders

      The Issuer and any other obligor on the Securities covenant and agree that
they will furnish or cause to be furnished to the Trustee a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of
the Securities of each series:

      (a) Semi-annually and not more than 15 days after each Record Date for the
payment of interest on such Securities, as of such Record Date and on dates to
be determined pursuant to Section 2.3 for non-interest bearing Securities, in
each year; and

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

provided that if and so long as the Trustee shall be the Security Registrar for
such series such list shall not be required to be furnished.

                                      -21-
<PAGE>

4.2   Preservation and Disclosure of Securityholders Lists

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1, (ii) received by it in the capacity of Security
Registrar for such series, if so acting, and (iii) filed with it within the two
preceding years pursuant to Section 4.3.  The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

      (b) In case three or more Holders of Securities (hereinafter referred to
as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either:

          (i)  afford to such applicants access to the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section; or

          (ii) inform such applicants as to the approximate number of Holders of
Securities of such series or of all Securities, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee, in
accordance with the provisions of such subsection (a) and as to the approximate
cost of mailing to such Holders the form of proxy or other communication, if
any, specified in such application. If the Trustee shall elect not to afford to
such applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder of such series or all Holders of
Securities, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of such subsection (a) a
copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of such series or of all Securities, as
the case may be, or would be in violation of applicable law.  Such written
statement shall specify the basis of such opinion.  If the Commission, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met, and shall enter an

                                      -22-
<PAGE>

order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

      (c) Each and every Holder of Securities by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with the provisions of subsection (b) of
this Section, 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 such subsection (b).

4.3   Reports by the Issuer

      The Issuer covenants:

      (a) to file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or if the
Issuer is not required to file information, documents or reports pursuant to
either of such Sections, then to 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 debt security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

      (b) to 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 Issuer with
the conditions and covenants provided for in this Indenture as may be required
from time to time by such rules and regulations;

      (c) to 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
Section 4.4(c), such summaries of any information, documents and reports
required to be filed by the Issuer pursuant to subsections (a) and (b) of this
Section as may be required to be transmitted to such Holders by rules and
regulations prescribed from time to time by the Commission; and

                                      -23-
<PAGE>

      (d) to furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Issuer's
compliance with all conditions and covenants under this Indenture (such
compliance to be determined without regard to any period of grace or requirement
of notice provided under this Indenture).

4.4   Reports by the Trustee

      (a) The Trustee shall transmit to the Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
Annually, not later than 60 days after May 15 of each year, the Trustee shall
transmit to the Holders and the Commission a report with respect to events
described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent revised thereunder.

      (b) Reports pursuant to this Section shall be transmitted by mail to all
Holders of Securities, as the names and addresses of such Holders appear upon
the Security Register;

      (c) A copy of each such report shall, at the time of such transmission to
the Holders, be furnished to the Issuer and be filed by the Trustee with each
stock exchange, if any, upon which the Securities of any series are listed and
also with the Commission.  The Issuer agrees to notify the Trustee when and as
the Securities of such series become admitted to trading on any national
securities exchange.

    ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

5.1   Event of Default Defined; Acceleration of Maturity; Waiver of Default

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

      (a) default in the payment of any installment of interest upon any of the
Securities of such series as and when the same shall become due and payable,
(whether or not payment is prohibited by the provisions of Article XII hereof),
and continuance of such default for a period of 30 days; provided, however, that
if the Issuer is permitted by the terms of the Securities of such series to
defer the payment in question, the date on which such payment is due and payable
shall be the date on which the Issuer is required to make payment following such
deferral, if such deferral has been elected pursuant to the terms of the
Securities; or

      (b) default in the payment of all or any part of the principal of the
Securities of such series as and when the same shall become due and payable
(whether or not payment is

                                      -24-
<PAGE>

prohibited by the provisions of Article XII hereof), whether at Maturity, upon
purchase by the Issuer at the option of the Holder, upon any redemption, by
declaration or otherwise; or

      (c) default in the deposit or payment of any sinking fund or analogous
payment (whether or not payment is prohibited by the provisions of Article XII
hereof) for the benefit of the Securities of such series as and when the same
shall become due and payable; or

      (d) failure on the part of the Issuer duly to observe or perform any other
of the covenants or agreements on the part of the Issuer in the Securities of
such series or in this Indenture contained (other than a covenant or agreement
expressly included herein solely for the benefit of Securities of other series)
for a period of 90 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, to the Issuer by the Trustee, or to
the Issuer and the Trustee by the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of all series affected thereby;
or

      (e) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Issuer in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, adjudging the Issuer a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Issuer under any applicable law, or appointing a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Issuer or for any substantial part of the property of the
Issuer, or ordering the winding up or liquidation of the affairs of the Issuer,
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

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

      (g) in the event Securities are issued to a PSE Trust or the trustee of
such trust of the Company in connection with the issuance of Trust Securities by
such trust, such trust shall have voluntarily or involuntarily dissolved, wound-
up its business or otherwise terminated its existence except in connection with
(i) the distribution of Securities to holders

                                      -25-
<PAGE>

of Trust Securities in liquidation of their interests in such trust, (ii) the
redemption of all outstanding Trust Securities of such trust, and (iii) mergers,
consolidations or amalgamations, each as permitted by the Declaration of such
trust;

then, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities of such series then Outstanding, by
notice in writing to the Issuer (and to the Trustee if given by such Holders),
may declare the entire principal of all the Securities of such series then
Outstanding and interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

      The foregoing paragraph, however, is subject to the condition that if, at
any time after the principal of the Securities of one or more series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Issuer shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series and the principal of all Securities of such series which shall
have become due otherwise than by acceleration (with interest upon such
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the rate
of interest specified in the Securities of such series, to the date of such
payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of negligence or bad faith, and if any and all Events of Default
under this Indenture with respect to such series, other than the non-payment of
the principal of Securities of such series which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein then, and in every such case, the Holders of a majority in aggregate
principal amount of all the Securities of such affected series then Outstanding
by written notice to the Issuer and to the Trustee, may direct the Trustee to
waive all defaults with respect to such series and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

5.2   Collection of Indebtedness by Trustee; Trustee May Prove Debt

      The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether at Maturity,
upon redemption, by declaration or otherwise -- then, upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of
the Securities of such series the whole amount that then shall have become due
and payable on all Securities of such

                                      -26-
<PAGE>

series for principal or interest, as the case may be (with interest to the date
of such payment upon the overdue principal and, to the extent that payment of
such interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest specified in the Securities of
such series); and in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any expenses
and liabilities incurred by such parties, and all advances made by the Trustee
except as a result of its negligence or bad faith.

      Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of such series to the Holders, whether or not
the Securities of such series be overdue.

      In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
of such series and collect in the manner provided by law out of the property of
the Issuer or other obligor upon the Securities of such series, wherever
situated the moneys adjudged or decreed to be payable.

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities of any series under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or such other obligor, or to the creditors or property of the Issuer or
such other obligor, 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 pursuant to the provisions of this Section, shall be entitled
and empowered, by intervention in such proceedings or otherwise:

      (a) to file and prove a claim or claims for the whole amount of the
principal and interest owing and unpaid in respect of the Securities of each
series, 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
reasonable compensation to the Trustee and its agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee, except as a result of negligence or bad faith) and of the
Securityholders allowed in any judicial proceedings relative to the Issuer or
such other obligor, or to the creditors or property of the Issuer or such other
obligor;

                                      -27-
<PAGE>

      (b) unless prohibited by applicable law and regulations, to vote on behalf
of the Holders of the Securities of each series in any election of a trustee or
a standby trustee in arrangement, reorganization, liquidation or other
bankruptcy or insolvency proceedings or person performing similar functions in
comparable proceedings; and

      (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any trustee, receiver, liquidator, custodian or other similar official is
hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, and its
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee except, in each case, as a result of
negligence or bad faith.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series may be prosecuted and enforced by the
Trustee without the possession of any of the Securities of such series or the
production thereof at any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee and
its agents, attorneys and counsel, shall be for the ratable benefit of the
Holders of the Securities in respect of which such action was taken.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities in respect to which action was taken, and it shall not
be necessary to make any Holders of such Securities parties to any such
proceedings.

5.3   Application of Proceeds

      Any moneys collected by the Trustee pursuant to this Article in respect of
the Securities of any series shall be applied in the following order at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities in
respect of which moneys have been collected and stamping (or otherwise noting)
thereon the payment, and upon surrender thereof if fully

                                      -28-
<PAGE>

paid, or issuing Securities of the same series in reduced principal amounts in
exchange for the presented Securities if only partially paid, or upon surrender
thereof if fully paid;

      FIRST:  To the payment of costs and expenses of collection applicable to
such series, including reasonable compensation to the Trustee and its agents,
attorneys and counsel and of all expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith;

      SECOND:  In case the principal of the Securities of such series in respect
of which moneys have been collected shall not have become and be then due and
payable, to the payment of interest, if any, on the Securities of such series in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee and
to the extent permitted by law) upon the overdue installments of interest at the
same rate as the rate of interest specified in such Securities, such payments to
be made ratably to the Persons entitled thereto, without discrimination or
preference;

      THIRD:  In case the principal of the Securities of such series in respect
of which moneys have been collected shall have become and be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities of such series for principal and interest, if any, with interest upon
the overdue principal, and (to the extent that such interest has been collected
by the Trustee and to the extent permitted by law) upon overdue installments of
interest at the same rate as the rate of interest specified in the Securities of
such series; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities of such series, then to the
payment of such principal and interest, without preference or priority of
principal over interest, or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Security of such
series over any other Security of such series, ratably to the aggregate of such
principal and accrued and unpaid interest; and

      FOURTH:  To the payment of the remainder, if any, to the Issuer or any
other Person lawfully entitled thereto.

5.4   Suits for Enforcement

      In case an Event of Default has occurred, has not been waived and is
continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law or in equity or in bankruptcy or otherwise, whether for
the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

5.5   Restoration of Rights on Abandonment of Proceedings

                                      -29-
<PAGE>

      In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to such Holder, then, and in every such case, the Issuer, the Trustee and the
Holders shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Issuer, the Trustee and
the Holders shall continue as though no such proceedings had been taken.

5.6   Limitations on Suits by Securityholders

      No Holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of each affected series then Outstanding (determined as provided
herein and voting as one class) shall have made written request upon the Trustee
to institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holder of Securities or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the affected series.  For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

5.7   Unconditional Right of Securityholders to Receive Principal and Interest
      and to Institute Certain Suits

      Notwithstanding any other provision in this Indenture and any provision of
any Security, the right of any Holder of any Security to receive payment of the
principal of and interest, if any, on such Security on or after the respective
due dates expressed in such Security or any date fixed for redemption, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

                                      -30-
<PAGE>

5.8  Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default

     Except as provided in Section 5.6, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders of Securities 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.

     No delay or omission of the Trustee or of any Holder of Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every right and power given by this
Indenture or by law to the Trustee or to the Holders of Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders of Securities, as the case may be.

5.9  Control by Holders of Securities

     The Holders of a majority in aggregate principal amount of the Securities
of each series affected at the time Outstanding (determined as provided herein
and voting as one class) 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 upon the Trustee with respect to the
Securities of such affected series by this Indenture; provided that such
direction shall not be otherwise than in accordance with law and the provisions
of this Indenture; and provided further that (subject to the provisions of
Section 6.1) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel of its choice, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, its executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or that the actions or forbearances specified in or
pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

                                      -31-
<PAGE>

5.10   Waiver of Past Defaults

       Prior to the declaration of acceleration of the Maturity of any
Securities as provided in Section 5.1, the Holders of a majority in aggregate
principal amount of the Securities of all series at the time Outstanding with
respect to which a default or an Event of Default shall have occurred and be
continuing (determined as provided herein and voting as one class) may on behalf
of the Holders of all such affected Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default or an
Event of Default (i) in the payment of the principal of or interest, if any, on
any Security of such series, or (ii) in respect of a covenant or provision
hereof or of any Security which cannot be modified or amended without the
consent of the Holder of each Security affected. In the case of any such waiver,
the Issuer, the Trustee and the Holders of all such affected Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

       Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred 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.

5.11   Trustee to Give Notice of Default, But May Withhold in Certain
       Circumstances

       The Trustee shall, within 90 days after the occurrence of a default with
respect to the Securities of any series, give notice of all defaults with
respect to such series actually known to a Responsible Officer of the Trustee to
all Holders of Securities of such series in the manner and to the extent
provided in Section 4.4(c), unless in each case such defaults shall have been
cured before the mailing or publication of such notice (the term "default" for
the purpose of this Article being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, an Event of
Default); provided that, except in the case of default in the payment of the
principal of or the interest, if any, on any of the Securities of such series,
or in the payment of any sinking fund installment or analogous payment on such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

5.12   Right of Court to Require Filing of Undertaking to Pay Costs

       All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such

                                      -32-
<PAGE>

court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clause (d) or (g) of Section 5.1 (if the
suit relates to the Securities of more than one but less than all series), 10%
in aggregate principal amount of the Securities then Outstanding and affected
thereby, or, in the case of any suit relating to or arising under clause (d) or
(g) (if the suit relates to all the Securities then Outstanding), 10% in
aggregate principal amount of all Securities then Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or the interest on any Security on or after the due date expressed
in such Security or any date fixed for redemption.

                      ARTICLE VI. CONCERNING THE TRUSTEE

6.1  Duties and Responsibilities of the Trustee; During Default; Prior to
     Default

     The Trustee, prior to the occurrence of an Event of Default with respect to
the Securities of a particular series and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a particular series has occurred (which has not been cured or
waived), the Trustee shall exercise with respect to such series 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 man would exercise or use under
the circumstances in the conduct of his own affairs.

     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 willful misconduct, except that

     (a)  prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred with respect to such series:

          (i)   the duties and obligations of the Trustee with respect to the
Securities of such series shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

          (ii)  in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements, certificates
or opinions furnished to the Trustee and

                                      -33-
<PAGE>

conforming to the requirements of this Indenture; but in the case of any such
statements, certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture;

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

     (c)  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 an appropriate
direction of the Holders pursuant to Section 5.9 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.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

6.2  Certain Rights of the Trustee

     Subject to Section 6.1:

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

     (b)  any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

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

     (d)  the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee

                                      -34-
<PAGE>

reasonable indemnity against the costs, expenses and liabilities which might be
incurred therein or thereby;

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

     (f)  prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default, 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, consent, order, approval, appraisal, bond,
debenture, note, security or other paper or document unless requested in writing
so to do by the Holders of not less than a majority in aggregate principal
amount of the Securities of all affected series then Outstanding; provided that,
if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to proceeding; the reasonable expenses of every such investigation shall be paid
by the Issuer or, if paid by the Trustee, shall be repaid by the Issuer upon
demand; and

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

6.3  Trustee Not Responsible for Recitals, Disposition of Securities or
     Application of Proceeds Thereof

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities, other than as to the due execution and delivery
of the Indenture by the Trustee. The Trustee shall not be accountable for the
use or application by the Issuer of any of the Securities or of the proceeds
thereof.

6.4  Trustee and Agents May Hold Securities; Collections, etc.

     The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

                                      -35-
<PAGE>

6.5  Moneys Held by Trustee

     Subject to the provisions of Section 10.4, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law.  Neither the
Trustee nor any agent of the Issuer or the Trustee shall be under any liability
for interest on any moneys received by it hereunder.

6.6  Compensation and Indemnification of Trustee and Its Prior Claim

     The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust), and the Issuer covenants and agrees to pay or reimburse the
Trustee upon its written request for all reasonable expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the part of the Trustee
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the Trustee's duties hereunder, including
the costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
not be deemed to be Subordinated Securities, as that term is defined in Section
12.1, and shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim. When the Trustee incurs expenses after
the occurrence of a default, the expenses are intended to constitute expenses of
administration under any bankruptcy law.

6.7  Right of Trustee to Rely on Officers' Certificate, etc.

     Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the

                                      -36-
<PAGE>

Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture in reliance thereon.

6.8    Qualification of Trustee; Conflicting Interests

       If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

6.9    Persons Eligible for Appointment as Trustee

       There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any State thereof or the District of Columbia having a combined
capital and surplus of at least $50,000,000, and which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. Such
corporation shall have an office in The City of New York, if there be such a
bank in such location willing to act upon reasonable and customary terms and
conditions. If such bank publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such bank 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 the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

6.10   Resignation and Removal; Appointment of Successor Trustee

       (a)  The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign and be discharged of the trusts created by this Indenture by
giving written notice of resignation to the Issuer and by mailing notice of such
resignation to the Holders of the then Outstanding Securities at their addresses
as they shall appear on the Security registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument, in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and shall have accepted appointment within
30 days after the mailing of such notice of resignation, the resigning trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Holder who has been a bona fide Holder of a Security
or Securities of such series for at least six months may, subject to the
provisions of Section 5.12, on behalf of such Holder and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

       (b)  In case at any time any of the following shall occur:

                                      -37-
<PAGE>

          (i)    the Trustee shall fail to comply with the provisions of Section
6.8 after written request therefor by the Issuer or by any Holder who has been a
bona fide Holder of a Security or Securities of such series for at least six
months; or

          (ii)   the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.9 and shall fail to resign after written request
therefor by the Issuer or by any Holder; or

          (iii)  the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
Securities of any or all series, as appropriate, and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee or trustees, or,
subject to the provisions of Section 5.12, any Holder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may,
on behalf of such Holder and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

     (c)  The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 7.1 of the action in that regard taken by the Holders.

     (d)  Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

     (e)  Except in the case of a default in the payment of the principal of or
interest on any Security, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by Section
6.8 if the Trustee shall have sustained the burden of proving, on application to
the Commission and after opportunity for hearing thereon, that:

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

          (ii)   a stay of the Trustee's duty to resign will not be inconsistent
with the interests of the Securityholders.

                                      -38-
<PAGE>

6.11   Acceptance of Appointment by Successor Trustee

       Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all rights, powers, trusts and duties of its predecessor hereunder, with like
effect as if originally named as trustee hereunder; but, nevertheless, on the
written request of the Issuer or of the successor Trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over and transfer to the successor Trustee all moneys and property at the
time held by it hereunder and shall execute, acknowledge and deliver an
instrument transferring to such successor Trustee all such rights, powers,
trusts and duties. Upon request of any such successor Trustee, the Issuer shall
execute and acknowledge any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Trustee all such money,
property, rights, powers and trusts. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee for the benefit of such applicable series to secure any amounts
then due it pursuant to the provisions of Section 6.6.

       No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 6.8 and eligible under the provisions of Section
6.9.

       Upon acceptance of appointment by any successor Trustee as provided in
this Section, the Issuer shall give notice thereof to the Holders of Securities,
by mailing such notice to such Holders at their addresses as they shall appear
on the Security registry books. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to give such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Issuer.

6.12   Merger, Conversion, Consolidation or Succession to Business of Trustee

       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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

       In case at the time of such succession to the Trustee any of the
Securities of any series shall have been authenticated but not delivered, any
such successor Trustee may adopt the

                                      -39-
<PAGE>

certificate of authentication of any predecessor Trustee and deliver the
Securities so authenticated; and, in case at that time any of the Securities of
any series shall not have been authenticated, any successor Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of such successor Trustee; and in all such cases such certificate of
authentication shall have the full force which is anywhere in the Securities of
such series or in this Indenture provided that the certificate of authentication
of the Trustee shall have; provided that the right to adopt the certification of
any predecessor Trustee or to authenticate Securities of any series in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

6.13   Preferential Collection of Claims Against the Issuer

       The Trustee shall comply with its obligations under the applicable
provisions of Section 311 of the Trust Indenture Act.

6.14   Appointment of Authenticating Agent

       As long as any Securities of a series remain Outstanding, the Trustee
may, by an instrument in writing, appoint with the approval of the Issuer an
authenticating agent (the "Authenticating Agent") which shall be authorized to
act on behalf of, but subject to the direction of, the Trustee to authenticate
and deliver Securities of such series, including Securities issued upon
exchange, registration of transfer, partial redemption or pursuant to Section
2.9. Securities of such series so authenticated and delivered shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee. Whenever reference is made in this
Indenture to the authentication and delivery of Securities of any series by the
Trustee or to 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 for such series and a certificate of authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State thereof
or of the District of Columbia authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $5,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by Federal or State authority.

       Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of any Authenticating Agent, shall be the successor to
such Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent.

       Any Authenticating Agent may at any time, and if it shall cease to be
eligible hereunder shall, resign by giving written notice of resignation to the
Trustee and to the Issuer.

                                      -40-
<PAGE>

The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Issuer. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and shall provide notice of such
appointment to all Holders of Securities affected thereby in the manner and to
the extent provided in Section 6.11 with respect to the appointment of a
successor trustee. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers and duties of
its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. The Authenticating Agent for the Securities of any series
shall have no responsibility or liability for any action taken by it as such at
the direction of the Trustee.

       Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

                  ARTICLE VII. CONCERNING THE SECURITYHOLDERS

7.1    Evidence of Action Taken by Securityholders

       Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a specified
percentage in aggregate principal amount of the Holders of one or more series of
Securities may be evidenced (i) by one or more instruments of substantially
similar tenor signed by such specified percentage of Holders in person or by an
agent or proxy duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee; (ii) by the record of such specified
percentage of Holders voting in favor thereof at any meeting of such Holders
duly called and held by the Trustee; and (iii) by a combination of such
instrument or instruments and any such record of a meeting.

7.2    Proof of Execution of Instruments and of Holding of Securities

       Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Holder or his agent or proxy and proof of the holding by any Person of any of
the Securities of any series shall be sufficient if made in the following
manner:

       (a)  The fact and date of the execution by any such Person of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the Person
executing the same.

                                      -41-
<PAGE>

       (b)  The ownership of Securities shall be proved by the Security Register
or by a certificate of the Security Registrar.

7.3    Holders to Be Treated as Owners

       The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the Person in whose name any Security of any series shall be
registered upon the Security Register for such series as the absolute owner of
such Security (whether or not such Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and, subject to the provisions of
Section 2.7 of this Indenture, interest, if any, on such Security and for all
other purposes; and none of the Issuer, the Trustee and any agent of the Issuer
or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such Person, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

       No holder of any beneficial interest in any Global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such Global Security, and such Depository may be treated by the Issuer, the
Trustee, and any agent of the Issuer or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depository and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depository as holder of any Security.

7.4    Securities Owned by Issuer Deemed Not Outstanding

       In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of one or more series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned by
the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the
purposes of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities which the Trustee knows are 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 Issuer or any other obligor upon such Securities or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on such Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known

                                      -42-
<PAGE>

by the Issuer to be owned or held by or for the account of any of the above
described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purposes of any such determination.

7.5    Right of Revocation of Action Taken

       At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.1, of the taking of any action by the Holders of the
requisite percentage in aggregate principal amount of the Securities of one or
more series, as the case may be, specified in this Indenture in connection with
such action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of ownership as provided in Section 7.2,
revoke such action so far as concerns such Security. Except as aforesaid, any
such action taken by the Holder of any Security of any series shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities of such series issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the requisite percentage in aggregate
principal amount of the Securities of one or more series, as the case may be,
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities of
such series.

7.6    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 accruals and accrual periods) accrued on Outstanding Securities
as of the end of such year.

                     ARTICLE VIII. SUPPLEMENTAL INDENTURES

8.1    Supplemental Indentures Without Consent of Securityholders

       The Issuer, when authorized by a resolution of the Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) without the consent of the
Holders of Securities for one or more of the following purposes:

       (a)  to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

                                      -43-
<PAGE>

       (b)  to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article IX;

       (c)  to add to the covenants of the Issuer 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) such further
covenants, restrictions, conditions or provisions as the Issuer and the Trustee
shall consider to be for the protection of the Holders of Securities of any
series, and to make the occurrence, or the occurrence and continuance, of a
default in complying with any such additional covenant, restriction, condition
or provision an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; in respect of
any such additional covenant, restriction, condition or provision, 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 an Event
of Default or may limit the remedies available to the Trustee upon such an Event
of Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

       (d)  to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions as the Issuer may deem necessary or
desirable, with respect to matters or questions arising under this Indenture,
provided that no such action shall adversely affect the interests of the Holders
of the Securities of any series appertaining thereto;

       (e)  to establish the form and terms of the Securities of any series as
permitted by Sections 2.1 and 2.3; and

       (f)  to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities 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,
all as provided in Section 6.11.

       The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property or assets thereunder,
but the Trustee 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.

       Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time Outstanding, notwithstanding any of the provisions of Section 8.2.

                                      -44-
<PAGE>

8.2    Supplemental Indentures With Consent of Securityholders

       With the consent (evidenced as provided in Article VII) of the Holders of
not less than a majority in aggregate principal amount of the Securities of all
series at the time Outstanding affected by such supplemental indenture (voting
as one class), the Issuer, when authorized by a resolution of the Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series; provided that
no such supplemental indenture shall (a) change the time of payment of the
principal, or any installment of the principal, of any Security or reduce the
principal amount thereof, or reduce the rate or change the time of payment of
interest, if any, thereon, or reduce any amount payable on the redemption
thereof, or make the principal thereof or the interest thereon payable in any
coin or currency other than that provided in such Security in accordance with
the terms thereof or impair or affect the right to institute suit for the
payment thereof when due, or, if such Security shall so provide, any right of
repayment at the option of the Holder, in each case without the consent of the
Holder of each Security so affected, (b) reduce the percentage in principal
amount of the Outstanding Securities of the affected series, the consent of
whose Holders is required for any such supplemental indenture or for any waiver
provided for in this Indenture, without the consent of the Holders of each
Security so affected or (c) without the consent of the Holders of each Security
so affected, modify any of the provisions of this Section or Section 5.10,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11 and 8.1(f).

       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 series of Securities, or which modifies the rights of
the Holders of Securities of such series appertaining to such Securities with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

       Upon the request of the Issuer, accompanied by a Board Resolution
complying with the first paragraph of this Section and evidence of the consent
of the Holders of the Securities as aforesaid and such other documents, if any,
as may be required by Section 7.1, the Trustee shall join with the Issuer in the
execution of such supplemental indenture unless such

                                      -45-
<PAGE>

supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

       Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof to the Holders of then Outstanding Securities of each
series affected thereby, by mailing a notice thereof by first-class mail to such
Holders at their addresses as they shall appear on the Security Register, and in
each case such notice shall set forth in general terms the substance of such
supplemental indenture.  Any failure of the Issuer to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

8.3    Effect of Supplemental Indenture

       Upon the execution of any supplemental indenture pursuant to the
provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Issuer and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

8.4    Documents to Be Given to Trustee

       The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be
provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article
complies with the applicable provisions of this Indenture.

8.5    Notation on Securities in Respect of Supplemental Indentures

       Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article may
bear a notation in form approved by the Trustee as to any matter provided for by
such supplemental indenture. If the Issuer or the Trustee shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

                                      -46-
<PAGE>

             ARTICLE IX. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

9.1    Covenant of Issuer Not to Merge, Consolidate, Sell or Convey Property
       Except Under Certain Conditions

       Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation of the Issuer with, or merger of the Issuer into, any
other corporation or corporations (whether or not affiliated with the Issuer),
or successive consolidations or mergers to which the Issuer or its successor or
successors shall be a party or parties, shall prevent any sale, lease or
conveyance of the property of the Issuer as an entirety or substantially as an
entirety, shall prevent any consolidation of any Person with, or the merger of
any Person into, the Issuer or shall prevent any sale, lease or conveyance of
the property of any Person as an entirety or substantially as an entirety to the
Issuer; provided, that, and the Issuer hereby covenants and agrees, upon any
such consolidation, merger, sale, lease or conveyance, the due and punctual
payment of the principal of and interest, if any, on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the corporation formed by such consolidation, or into which the Issuer shall
have been merged, or which shall have acquired such property; provided, further,
that the corporation formed by such consolidation or into which the Issuer
merged or the Person which acquired by conveyance or sale, or which leases, the
properties and assets of the Issuer as an entirety or substantially as an
entirety shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia;
provided, further, that immediately after giving effect to such transaction, and
treating any indebtedness which becomes an obligation of the Issuer or a
Subsidiary as a result of such transaction as having been incurred by the Issuer
or such Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing.

9.2    Successor Corporation Substituted for Issuer

       In case of any consolidation, merger, sale, lease or conveyance referred
to in, and in accordance with, Section 9.1, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein
as Issuer. Such successor corporation may cause to be signed, and may issue
either in its own name or in the name of the Issuer prior to such succession,
any or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Issuer and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Issuer, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Issuer

                                      -47-
<PAGE>

to the Trustee for authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All of the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this indenture as though
all of such Securities had been issued at the date of the execution hereof.

       In case of any such consolidation, merger, sale, lease or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

       In the event of any such sale or conveyance (other than a conveyance by
way of lease), the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

9.3    Documents to be Delivered to Trustee

       The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be
provided an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, lease or conveyance, and any
such assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture and that all conditions precedent herein
provided for relating to such transactions have been complied with.

     ARTICLE X. SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

10.1   Satisfaction and Discharge of Indenture

       (a)  If at any time (i) the Issuer shall have paid or caused to be paid
the principal of, and interest, if any, on all the Securities of each series
theretofore authenticated, (other than Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9),
in accordance with the terms of this Indenture and such Securities or (ii) as to
Securities not so paid, the Issuer shall have delivered to the Trustee for
cancellation all Securities of each series theretofore authenticated (other than
any Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.9) or (iii) as to Securities
not so paid or delivered for cancellation, (A) all the Securities of such series
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (B) the Issuer shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds money in an amount (other than moneys repaid by
the Trustee or any paying agent to the Issuer in accordance with Section 10.4)
or Government Obligations, maturing as to principal and interest at such times
and in such amounts as will insure the availability of

                                      -48-
<PAGE>

money, or a combination thereof, 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 (i) the principal and
interest, if any, on all Securities of such series on each date that such
principal or interest, if any, is due and payable and (ii) any mandatory sinking
fund or analogous payments on the dates on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such series; and if, in any such case, the Issuer shall also pay or cause to be
paid all other sums payable hereunder by the Issuer then this Indenture shall
cease to be of further effect (except as to (A) rights of registration of
transfer and exchange of Securities, (B) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (C) the rights of Holders of Securities to
receive payments of principal thereof, and interest, if any, thereon, upon the
original stated due dates therefor or any date of redemption (but not upon
acceleration), and remaining rights of such Holders to receive mandatory sinking
fund or analogous payments, if any, (D) the rights, obligations, duties and
immunities of the Trustee hereunder, (E) the rights of Holders of Securities as
beneficiaries hereof with respect to the property so deposited with the Trustee
and payable to all or any of them and (F) the obligations of the Issuer under
Section 3.2) and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, and at the cost and expense
of the Issuer, shall execute proper instruments acknowledging such satisfaction
and discharge of this Indenture, provided that the rights of Holders of the
Securities to receive amounts in respect of principal of and interest on the
Securities held by them shall not be delayed longer than required by then
applicable mandatory rules or policies of any national securities exchange upon
which the Securities are listed. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities.

       (b)  The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in the Board Resolution, Officers'
Certificate or supplemental indenture relating thereto provided pursuant to
Section 2.3. In addition to discharge of this Indenture pursuant to the next
preceding paragraph (a) the Issuer shall be deemed to have paid and discharged
the entire indebtedness on all the Securities of such series on the 91/st/ day
after the date of making the deposit referred to in clause (a), and the
provisions of this Indenture with respect to the Securities of such series shall
no longer be in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) the rights of Holders of Securities
of such series appertaining thereto to receive payments of principal thereof and
interest, if any, thereon, upon the original stated due dates therefor or any
date of redemption (but not upon acceleration), and remaining rights of such
Holders to receive mandatory sinking fund or analogous payments, if any, solely
from the trust fund referred to in subparagraph (1) below, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
Holders of Securities of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee and payable to all or any of them and

                                      -49-
<PAGE>

(vi) the obligations of the Issuer under Section 3.2), and the Trustee, at the
cost and expense of the Issuer, shall, at the Issuer's written request, execute
proper instruments acknowledging the same, if:

            (1)  the Issuer shall have irrevocably deposited or caused to be
irrevocably deposited with the Trustee as a trust fund specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series (i) money in an amount, or (ii) Government
Obligations, maturing as to principal and interest at such times and in such
amounts as will insure the availability of money, or (iii) a combination
thereof, 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 (A) the principal and interest, if any, on all
Securities of such series on each date that such principal or interest, if any,
is due and payable and (B) any mandatory sinking fund or analogous payments on
the dates on which such payments are due and payable in accordance with the
terms of this Indenture and the Securities of such series;

            (2)  no Event of Default or event which, with notice or lapse of
time or both, would become an Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
at any time during the period ending on the 91/st/ day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period);

            (3)  such deposit 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 Issuer is a party or by which it is bound;

            (4)  such deposit shall not cause any Securities of such series then
listed on any national securities exchange registered under the Securities
Exchange Act of 1934, as amended, to be delisted;

            (5)  the Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that (i) if such deposits shall include Government
Obligations in respect of any government other than the United States of
America, such deposit shall not result in the Issuer, the Trustee or such trust
constituting an "investment company" under the Investment Company Act of 1940,
as amended, and (ii) if any such deposit occurs more than one year prior to the
stated maturity or redemption date of the Securities of such series, the Holders
of the Securities of such series then Outstanding will not recognize income,
gain or loss for Federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such deposit, defeasance and discharge had not occurred; and

            (6)  the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
paragraph have been complied with.

                                      -50-
<PAGE>

10.2   Application by Trustee of Funds Deposited for Payment of Securities

       Subject to Section 10.4, all moneys and Government Obligations deposited
with the Trustee (or other trustee), and all money received by the Trustee in
respect of Government Obligations deposited with the Trustee, pursuant to
Section 10.1 in respect of the Outstanding Securities of a particular series
shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Issuer acting as its own paying agent),
to the Holders of such Securities of all sums due and to become due thereon for
principal and interest, if any; but such money need not be segregated from other
funds except to the extent required by law.

10.3   Repayment of Moneys Held by Paying Agent

       In connection with the satisfaction and discharge of this Indenture with
respect to the Securities of any series, all moneys then held by any paying
agent under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

10.4   Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three
       Years

       Any moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest, if any, on any Security of any
series and not applied but remaining unclaimed for three years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee or such paying agent, and any Holder
of the Securities of such series shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuer for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or any paying agent with
respect to such moneys shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment shall at the expense of
the Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the Security Register for the Securities of
such series, notice that such moneys remain and that, after a date specified
therein, which shall not be less than 30 days from the date of such mailing any
unclaimed balance of such moneys then remaining will be repaid to the Issuer.

10.5   Indemnity for Government Obligations

       The Issuer 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 10.1 or the principal or interest received in respect of
such Government Obligations,

                                      -51-
<PAGE>

other than any such tax, fee or other charge which by law is for the account of
the Holders of the Securities for whose benefit such Government Obligations are
held.

            ARTICLE XI. REDEMPTION OF SECURITIES AND SINKING FUNDS

11.1   Applicability of Article

       The provisions of this Article shall be applicable to the Securities of
any series which are redeemable before their maturity or to any Securities of a
series which have the benefit of a sinking fund, except as otherwise specified
as contemplated by Section 2.3 for Securities of any series.

11.2   Notice of Redemption; Partial Redemptions

       Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at their
last addresses as they shall appear upon the registry books for such Securities.
Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of any series designated for redemption as a whole or in part, shall
not affect the validity of the proceedings for the redemption of any other
Security of such series.

       The notice of redemption to each such Holder shall specify (a) the
principal amount of each Security of such series held by such Holder to be
redeemed, (b) the date fixed for redemption, (c) the redemption price, (d) that
such redemption is pursuant to the mandatory or optional sinking or other
analogous fund, or both, if such be the case, (e) that interest accrued to the
date fixed for redemption will be paid as specified in such notice, (f) that on
and after said date interest thereon or on the portions thereof to be redeemed
will cease to accrue, (g) place for presentment and (h) the CUSIP number.  In
case any Security is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in authorized
denominations for an aggregate principal amount equal to the unredeemed portion
thereof will be issued.

       The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

       On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust

                                      -52-
<PAGE>

as provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of any series so called for redemption at the
applicable redemption price, together with accrued interest to the date fixed
for redemption. The Issuer will deliver to the Trustee at least 60 days prior
(except that the Trustee may in its sole discretion waive such notice period at
any time) to the date fixed for redemption an Officers' Certificate stating such
date, the aggregate principal amount of Securities of each series to be redeemed
and that no Events of Default with respect to the Securities of such series have
occurred (which have not been waived or cured). In case of a redemption at the
option of the Issuer prior to the expiration of any restriction on such
redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officers'
Certificate stating that such restriction has been complied with. If less than
all the Securities of any series are to be redeemed, the Trustee shall select,
in such manner as it shall deem appropriate and fair, Securities of such series
to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series 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 of any series 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.

11.3   Payment of Securities Called for Redemption

       If notice of redemption has been given as provided in Section 11.2, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the applicable redemption price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as
provided in Sections 6.5 and 10.4, such Securities shall cease from and after
the date fixed for redemption to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the applicable redemption price thereof
and unpaid interest to the date fixed for redemption.  On presentation and
surrender of such Securities at a place of payment specified in said notice,
redemption, such Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption.

       If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by such Security.

                                      -53-
<PAGE>

       Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery to or
on the order of the Holder thereof, at the expense of the Issuer, a new Security
or Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

11.4   Exclusion of Certain Securities from Eligibility for Selection for
       Redemption

       Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officers' Certificate delivered to the Trustee at least 60 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such Officers' Certificate as an
Affiliate of the Issuer.

11.5   Mandatory and Optional Sinking Funds

       The minimum amount of any sinking fund payment provided for by the terms
of the 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 the Securities of any series is herein referred to as an "optional
sinking fund payment". The date on which a sinking fund payment is to be made is
herein referred to as the "sinking fund payment date."

       In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

       On or before the 60/th/ day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officers' Certificate
(which need not contain the statements required by Section 13.5) (a) specifying
the portion of the mandatory sinking fund payment due on such date to be
satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (b) stating that none
of the Securities of such series to be so credited has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred and are continuing (which have
not been waived or cured) and

                                      -54-
<PAGE>

(d) stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment on such date with respect to such series and, if
so, specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be so credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such Officers'
Certificate (or reasonably promptly thereafter if acceptable to the Trustee).
Such Officers' Certificate shall be irrevocable, and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or other deliveries therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such Officers' Certificate and securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on
and as of such 60/th/ day, the irrevocable election of the Issuer that (i) the
mandatory sinking fund payment for such series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of such series in respect thereof and (ii) the
Issuer will make no optional sinking fund payment with respect to such series on
such date as provided in this Section.

       If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 and if the Issuer shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the
applicable sinking fund redemption price, together with accrued interest to the
date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request, then such amount shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 11.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and
certificate number in an Officers' Certificate delivered to the Trustee at least
40 days prior to the sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b)
an entity specifically identified in such Officers' Certificate as an Affiliate
of the Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing), shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 11.2 (and with the effect provided in Section 11.3)
for the redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities

                                      -55-
<PAGE>

of a particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series,
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of and interest on the Securities of
such series at maturity.

       Unless otherwise provided for, on or before each sinking fund payment
date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for
the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date.

       The Trustee shall not redeem or cause to be redeemed Securities of any
series with sinking fund moneys or give any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of any Event of Default with respect to such series except that, if
notice of redemption of any Securities of such series shall theretofore have
been given, the Trustee shall redeem or cause to be redeemed such Securities,
provided that the Trustee or one or more paying agents shall have received from
the Issuer a sum sufficient for such redemption.  Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such Event of Default, be deemed to have been
collected under Article V and held for the payment of all Securities of such
series.  In case such Event of Default shall have been waived as provided in
Section 5.10 or such Event of Default cured on or before the 60th day preceding
any sinking fund payment date, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section to the
redemption of Securities of such series.

                          ARTICLE XII. SUBORDINATION

12.1   Applicability of Article; Securities Subordinated to Senior Indebtedness

       (a)  This Article XII shall apply only to the Securities of any series
which, pursuant to Section 2.3, are expressly made subject to this Article.
Such Securities are referred to in this Article XII as "Subordinated
Securities."

       (b)  The Issuer covenants and agrees, and each Holder of Subordinated
Securities by his acceptance thereof whether upon original issue or upon
assignment or transfer thereof likewise covenants and agrees, that the
indebtedness represented by the Subordinated Securities and the payment of the
principal and interest, if any, on the Subordinated Securities is subordinated
and subject in right, to the extent and in the manner provided in this Article,
to the prior payment in full of all Senior Indebtedness.

       "Senior Indebtedness" means the principal of and premium, if any, and
interest on the following, whether outstanding on the date hereof or thereafter
incurred, created or assumed:  (i) indebtedness of the Issuer for money borrowed
by the Issuer (including purchase money obligations) or evidenced by debentures
(other than the Subordinated Securities), notes,

                                      -56-
<PAGE>

bankers' acceptances or other corporate debt securities, or similar instruments
issued by the Issuer; (ii) all capital lease obligations of the Issuer; (iii)
all obligations of the Issuer issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Issuer and all obligations
of the Issuer under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) obligations with
respect to letters of credit; (v) all indebtedness of others of the type
referred to in the preceding clauses (i) through (iv) assumed by or guaranteed
in any manner by the Issuer or in effect guaranteed by the Issuer; (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
Persons secured by any lien on any property or asset of the Issuer (whether or
not such obligation is assumed by the Issuer), except for (A) any such
indebtedness that is by its terms subordinated to or pari passu with the
Subordinated Securities, as the case may be, including all other debt securities
and guaranties in respect of those debt securities, issued to any other trusts,
partnerships or other entities affiliated with the Issuer which act as a
financing vehicle of the Issuer in connection with the issuance of preferred
securities by such entity or other securities which rank pari passu with, or
junior to, the Preferred Securities, and (B) any indebtedness between or among
the Issuer and its Affiliates and/or (vii) renewals, extensions or refundings of
any of the indebtedness referred to in the preceding clauses unless, in the case
of any particular indebtedness, renewal, extension or refunding, under the
express provisions of the instrument creating or evidencing the same or the
assumption or guarantee of the same, or pursuant to which the same is
outstanding, such indebtedness or such renewal, extension or refunding thereof
is not superior in right of payment to the Subordinated Securities.

       This Article shall constitute a continuing obligation to all Persons who,
in reliance upon such provisions become holders of, or continue to hold, Senior
Indebtedness, and such provisions are made for the benefit of the holders of
Senior Indebtedness, and such holders are made obligees hereunder and they
and/or each of them may enforce such provisions.

12.2   Issuer Not to Make Payments with Respect to Subordinated Securities in
       Certain Circumstances

       (a)  Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration or otherwise, all principal thereof and premium and interest
thereon shall first be paid in full, or such payment duly provided for in cash
in a manner satisfactory to the holders of such Senior Indebtedness, before any
payment is made on account of the principal of, or interest on, Subordinated
Securities or to acquire any Subordinated Securities or on account of any
sinking fund provisions of any Subordinated Securities (except payments made in
capital stock of the Issuer or in warrants, rights or options to purchase or
acquire capital stock of the Issuer, sinking fund payments made in Subordinated
Securities acquired by the Issuer before the maturity of such Senior
Indebtedness, and payments made through the exchange of other debt obligations
of the Issuer for such Subordinated Securities in accordance with the terms of
such Subordinated Securities, provided that such debt obligations are
subordinated to Senior Indebtedness at least to the extent that the Subordinated
Securities for which they are exchanged are so subordinated pursuant to this
Article XII).

                                      -57-
<PAGE>

     (b) Upon the happening and during the continuation of any default in
payment of the principal of, or interest on, any Senior Indebtedness when the
same becomes due and payable, then, unless and until such default shall have
been cured or waived or shall have ceased to exist, no payment shall be made by
the Issuer with respect to the principal of, or interest on, Subordinated
Securities or to acquire any Subordinated Securities or on account of any
sinking fund provisions of Subordinated Securities (except payments made in
capital stock of the Issuer or in warrants, rights, or options to purchase or
acquire capital stock of the Issuer, sinking fund payments made in Subordinated
Securities acquired by the Issuer before such default and notice thereof, and
payments made through the exchange of other debt obligations of the Issuer for
such Subordinated Securities in accordance with the terms of such Subordinated
Securities, provided that such debt obligations are subordinated to Senior
Indebtedness at least to the extent that the Subordinated Securities for which
they are exchanged are so subordinated pursuant to this Article XII).

     (c) In the event that, notwithstanding the provisions of this Section 12.2,
the Issuer shall make any payment to the Trustee on account of the principal of
or interest on Subordinated Securities, or on account of any sinking fund
provisions of such Securities, after the maturity of any Senior Indebtedness as
described in Section 12.2(a) above or after the happening of a default in
payment of the principal of or interest on any Senior Indebtedness as described
in Section 12.2(b) above, then, unless and until all Senior Indebtedness which
shall have matured, and all premium and interest thereon, shall have been paid
in full (or the declaration of acceleration thereof shall have been rescinded or
annulled), or such default shall have been cured or waived or shall have ceased
to exist, such payment (subject to the provisions of Sections 12.6 and 12.7)
shall be held by the Trustee, in trust for the benefit of, and shall be paid
forthwith over and delivered to, the holders of such Senior Indebtedness (pro
rata as to each of such holders on the basis of the respective amounts of Senior
Indebtedness held by them) or their representative or the trustee under the
indenture or other agreement (if any) pursuant to which such Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the payment of all such Senior Indebtedness remaining unpaid to the extent
necessary to pay the same in full in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness.  The Issuer shall give prompt written notice to the Trustee of any
default in the payment of principal of or interest on any Senior Indebtedness.

12.3 Subordinated Securities Subordinated to Prior Payment of All Senior
     Indebtedness on Dissolution, Liquidation or Reorganization of Issuer

     Upon any distribution of assets of the Issuer in any dissolution, winding
up, liquidation or reorganization of the Issuer (whether voluntary or
involuntary, in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or otherwise):

     (a) the holders of all Senior Indebtedness shall first be entitled to
receive payments in full of the principal thereof and premium and interest due
thereon, or provision

                                      -58-
<PAGE>

shall be made for such payment, before the Holders of Subordinated Securities
are entitled to receive any payment on account of the principal of or interest
on such Securities;

     (b) any payment or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities (other than securities of the
Issuer as reorganized or readjusted or securities of the Issuer or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in this Article XII
with respect to Subordinated Securities, to the payment in full without
diminution or modification by such plan of all Senior Indebtedness), to which
the Holders of Subordinated Securities or the Trustee on behalf of the Holders
of Subordinated Securities would be entitled except for the provisions of this
Article XII shall be paid or delivered by the liquidating trustee or agent or
other person making such payment or distribution directly to the holders of
Senior Indebtedness or their representative, or to the trustee under any
indenture under which Senior Indebtedness may have been issued (pro rata as to
each such holder, representative or trustee on the basis of the respective
amounts of unpaid Senior Indebtedness held or represented by each), to the
extent necessary to make payment in full of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution or
provision thereof to the holders of such Senior Indebtedness; and

     (c) in the event that notwithstanding the foregoing provisions of this
Section 12.3, any payment or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities (other than securities of the
Issuer as reorganized or readjusted or securities of the Issuer or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in this Article XII
with respect to Subordinated Securities, to the payment in full without
diminution or modification by such plan of all Senior Indebtedness), shall be
received by the Trustee or the Holders of the Subordinated Securities on account
of principal of or interest on the Subordinated Securities before all Senior
Indebtedness is paid in full, or effective provision made for its payment, such
payment or distribution (subject to the provisions of Section 12.6 and 12.7)
shall be received and held in trust for and shall be paid over to the holders of
the Senior Indebtedness remaining unpaid or unprovided for or their
representative, or to the trustee under any indenture under which such Senior
Indebtedness may have been issued (pro rata as provided in subsection (b)
above), for application to the payment of such Senior Indebtedness until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution or provision therefor to the holders of
such Senior Indebtedness.

     The Issuer shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Issuer.

     The consolidation of the Issuer with, or the merger of the Issuer into,
another corporation or the liquidation or dissolution of the Issuer following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation

                                      -59-
<PAGE>

upon the terms and conditions provided for in Article IX hereof shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 12.3 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
such in Article IX.

12.4 Holders of Subordinated Securities to be Subrogated to Right of Holders of
     Senior Indebtedness

     Subject to the payment in full of all Senior Indebtedness, the Holders of
Subordinated Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of assets of the Issuer
applicable to the Senior Indebtedness until all amounts owing on Subordinated
Securities shall be paid in full, and for the purposes of such subrogation no
payments or distributions to the holders of the Senior Indebtedness by or on
behalf of the Issuer or by or on behalf of the Holders of Subordinated
Securities by virtue of this Article XII which otherwise would have been made to
the Holders of Subordinated Securities shall, as between the Issuer, its
creditors other than holders of Senior Indebtedness and the Holders of
Subordinated Securities, be deemed to be payment by the Issuer to or on account
of the Senior Indebtedness, it being understood that the provisions of this
Article XII are and are intended solely for the purpose of defining the relative
rights of the Holders of the Subordinated Securities, on the one hand, and the
holders of the Senior Indebtedness, on the other hand.

12.5 Obligation of the Issuer Unconditional

     Nothing contained in this Article XII or elsewhere in this Indenture or in
any Subordinated Security is intended to or shall impair, as among the Issuer,
its creditors other than holders of Senior Indebtedness and the Holders of
Subordinated Securities, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders of Subordinated Securities the principal
of, and interest on, Subordinated Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of Subordinated Securities and
creditors of the Issuer other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the Holder of any
Subordinated Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article XII of the holders of Senior Indebtedness in respect of cash,
property or securities of the Issuer received upon the exercise of any such
remedy.  Upon any payment or distribution of assets of the Issuer referred to in
this Article XII, the Trustee and Holders of Subordinated Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or, subject to the provisions of Section
6.1 and 6.2, a certificate of the receiver, trustee in bankruptcy, liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or the Holders of  Subordinated Securities, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Issuer, the

                                      -60-
<PAGE>

amount thereof or payable thereon, the amount or amounts paid or distributed
therein and all other facts pertinent thereto or to this Article XII.

     Nothing contained in this Article XII or elsewhere in this Indenture or in
any Subordinated Security is intended to or shall affect the obligation of the
Issuer to make, or prevent the Issuer from making, at any time except during the
pendency of any dissolution, winding up, liquidation or reorganization
proceeding, and, except as provided in subsections (a) and (b) of Section 12.2,
payments at any time of the principal of, or interest on Subordinated
Securities.

12.6 Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice

     The Issuer shall give prompt written notice to the Trustee of any fact
known to the Issuer which would prohibit the making of any payment or
distribution to or by the Trustee in respect of the Subordinated Securities.
Notwithstanding the provisions of this Article XII or any provision of this
Indenture, the Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment or
distribution to or by the Trustee, unless at least two Business Days prior to
the making of any such payment, the Trustee shall have received written notice
thereof from the Issuer or from one or more holders of Senior Indebtedness or
from any representative thereof or from any trustee therefor, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such representative or trustee; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Sections 6.1
and 6.2, shall be entitled to assume conclusively that no such facts exist.  The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a
representative or trustee on behalf of the holder) to establish that such notice
has been given by a holder of Senior Indebtedness (or a representative of or
trustee on behalf of any such holder).  In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payments or distribution pursuant of this Article XII, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, as to the extent to
which such Person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such Person under this Article
XII, and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and nothing in this Article
XII shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.6.

12.7 Application by Trustee of Monies or Government Obligations Deposited with
     It

                                      -61-
<PAGE>

     Money or Government obligations deposited in trust with the Trustee
pursuant to and in accordance with Section 10.1 shall be for the sole benefit of
Securityholders and, to the extent allocated for the payment of Subordinated
Securities, shall not be subject to the subordination provisions of this Article
XII, if the same are deposited in trust prior to the happening of any event
specified in Section 12.2.  Otherwise, any deposit of monies or Government
Obligations by the Issuer with the Trustee or any paying agent (whether or not
in trust) for the payment of the principal of, or interest on any Subordinated
Securities shall be subject to the provisions of Section 12.1, 12.2 and 12.3
except that, if prior to the date on which by the terms of this Indenture any
such monies may become payable for any purposes (including, without limitation,
the payment of the principal of, or the interest, if any, on any Subordinated
Security) the Trustee shall not have received with respect to such monies the
notice provided for in Section 12.6, then the Trustee or the paying agent shall
have full power and authority to receive such monies and Government Obligations
and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or
after such date.  This Section 12.7 shall be construed solely for the benefit of
the Trustee and paying agent and, as to the first sentence hereof, the
Securityholders, and shall not otherwise effect the rights of holders of Senior
Indebtedness.

12.8 Subordination Rights Not Impaired by Acts or Omissions of Issuer or Holders
     of Senior Indebtedness

     No rights of any present or future holders of any Senior Indebtedness to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Issuer or
by any act or failure to act, in good faith, by any such holders or by any
noncompliance by the Issuer with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Issuer may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Subordinated Securities, without incurring responsibility to the Holders of the
Subordinated Securities and without impairing or releasing the subordination
provided in this Article XII or the obligations hereunder of the Holders of the
Subordinated Securities to the holders of such Senior Indebtedness, do any one
or more of the following:  (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Indebtedness, or
otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(iii) release any Person liable in any manner for the collection for such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Issuer, as the case may be, and any other Person.

                                      -62-
<PAGE>

12.9  Securityholders Authorize Trustee to Effectuate Subordination of
      Securities

      Each Holder of Subordinated Securities by his acceptance thereof
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article XII and appoints the Trustee his attorney-in-fact for such purpose,
including in the event of any dissolution, winding up, liquidation or
reorganization of the Issuer (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise) the
immediate filing of a claim for the unpaid balance of his Subordinated
Securities in the form required in said proceedings and causing said claim to be
approved. If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of Senior Indebtedness have
the right to file and are hereby authorized to file an appropriate claim for and
on behalf of the Holders of said Securities.

12.10 Right of Trustee to Hold Senior Indebtedness

      The Trustee in its individual capacity shall be entitled to all of the
rights set forth in this Article XII in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

      With respect to the holders of Senior Indebtedness of the Issuer, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XII, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Sections 12.2 and 12.3, the Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver
to Holders of Subordinated Securities, the Issuer or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

12.11 Article XII Not to Prevent Events of Defaults

      The failure to make a payment on account of principal or interest by
reason of any provision in this Article XII shall not be construed as preventing
the occurrence of an Event of Default under Section 5.1.

                                      -63-
<PAGE>

                   ARTICLE XIII.   MISCELLANEOUS PROVISIONS

13.1 Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
     Individual Liability

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such, of the Issuer or of
any successor, either directly or through the Issuer or any successor, 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 appertaining thereto by the Holders thereof and as part of the
consideration for the issue of the Securities appertaining thereto.

13.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of
     Securities

     Nothing in this Indenture, in the Securities expressed or implied, shall
give or be construed to give to any Person other than the parties hereto and
their successors and the Holders of the Securities, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.
Notwithstanding the foregoing, for so long as any Trust Securities remain
outstanding, the Issuer's obligations under this Indenture will also be for the
benefit of the holders of such Trust Securities, and the Issuer acknowledges and
agrees that such holders will be entitled to enforce certain payment obligations
under the Securities directly against the Issuer to the extent provided in
Sections 5(b) and 6(c) of Annex I of the Declaration dated May 18, 2001.

13.3 Successors and Assigns of Issuer Bound by Indenture

     All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

13.4 Notices and Demands on Issuer, Trustee and Holders of Securities

     Any notice, direction, request or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
any Holder of Securities of any series or upon the Issuer shall be deemed to
have been sufficiently given or served by being deposited postage prepaid in the
United States mail, first-class mail (except as otherwise specifically provided
herein), addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Puget Sound Energy, Inc., 411 - 108/th/ Avenue NE,
Bellevue, Washington  98004-5515, Attention:  Secretary.  Any notice, direction,
request or demand by the Issuer or any Holder of Securities of any series or
upon the Trustee shall be

                                      -64-
<PAGE>

deemed to have been sufficiently given or served by being deposited postage
prepaid in the United States mail, first-class mail (except as otherwise
specifically provided herein), addressed (until another address of the Trustee
is filed by the Trustee with the Issuer) to Bank One Trust Company, N.A., 1 Bank
One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention: Corporate
Trust Administration. Any notice required or permitted to be given or served by
the Issuer or by the Trustee to or upon any Holders of Securities of any series
shall be deemed to have been sufficiently given or served by being deposited in
the United States mail, first-class mail (except as otherwise specifically
provided herein), addressed at their addresses as they shall appear on the
Security Register.

     In any case where notice to the Holders of 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.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice when such notice is required to be given pursuant to any provision of
this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

13.5 Officers' Certificates and Opinions of Counsel; Statements to be Contained
     Therein

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

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than certificates provided pursuant to Section 4.3(d)
or Section 11.5) shall include (a) a statement that the individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto, (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in

                                      -65-
<PAGE>

such certificate or opinion are based, (c) a statement that, in the opinion of
such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with and (d) a statement as to whether or not, in
the opinion of such individual, such condition or covenant has been complied
with.

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

     Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

13.6 Payments Due on Saturdays, Sundays and Holidays

     If the date of maturity of interest on or principal of the Securities of
any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of such interest or principal need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed
for redemption or repayment, and no interest shall accrue for the period from
and after such date except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

                                      -66-
<PAGE>

13.7  Conflict of any Provision of Indenture with Trust Indenture Act of 1939

      If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with any provision set forth in Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, that impose duties on any person,
such provision of the Trust Indenture Act of 1939 shall control.

13.8  Governing Law

      This Indenture and each Security shall be governed by and deemed to be a
contract under, and construed in accordance with, the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

13.9  Counterparts

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

13.10 Effect of Headings and Table of Contents

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

13.11 Separability Clause

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

                   ARTICLE XIV.   SECURITYHOLDERS' MEETINGS

14.1  Purposes of Meetings

      A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article XIV for any of the following
purposes:

      (a) to give any notice to the Issuer or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;

      (b) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI;

                                      -67-
<PAGE>

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 8.2; or

     (d) to take any other action authorized to be taken by or on behalf of the
holders of any specified aggregate principal amount of such Securities under any
other provision of this Indenture or under applicable law.

14.2 Call of Meetings by Trustee

     The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 14.1, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Securityholders, 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 mailed to Holders of Securities at their addresses as
they shall appear on the Security Register.  Such notice shall be mailed not
less than 20 nor more than 180 days prior to the date fixed for the meeting.

14.3 Call of Meetings by the Issuer or Securityholders

     In case at any time the Issuer pursuant to a resolution of the Board of
Directors, or the holders of at least 10% in aggregate principal amount of the
Outstanding Securities, shall have requested the Trustee to call a meeting of
Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Issuer or such Securityholders may determine the time and the place in
said Borough of Manhattan for such meeting and may call such meeting to take any
action authorized in Section 14.1, by mailing notice thereof as provided in
Section 14.2.

14.4 Qualifications for Voting

     To be entitled to vote at any meeting of Securityholders a person shall (a)
be a holder of one or more Securities or (b) a person appointed by an instrument
in writing as proxy by a holder of one or more Securities.  The only persons who
shall be entitled to be present or to speak at any meeting of Securityholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Issuer and its counsel.

14.5 Regulations

     Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities 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 think fit.

                                      -68-
<PAGE>

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Securityholders as provided in Section 14.3, in which case the Issuer or
the Securityholders 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 majority vote of the meeting.

     Subject to the provisions of Section 14.4, at any meeting each holder of
Securities or proxy therefor shall be entitled to one vote for each $25
principal amount of Securities 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 other than
by virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Securityholders.  Any
meeting of Securityholders duly called pursuant to the provisions of Section
14.2 or 14.3 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

14.6 Voting

     The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such Holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them.  The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting.  A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 14.2.  The record shall show the serial numbers of the
Securities voting in favor of or against any resolution.  The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Issuer and the
other 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.


     (The remainder of this page has intentionally been left blank)

                                      -69-
<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.

                                   PUGET SOUND ENERGY, INC., as Issuer



                                   By:  /s/ Donald E. Gaines
                                      -----------------------------------
                                      Donald E. Gaines
                                      Vice President and Treasurer


By:  /s/ James W. Eldredge
   ------------------------------
   James W. Eldredge
   Secretary
                                   BANK ONE TRUST COMPANY, N.A., as Trustee


                                   By:  /s/ Janice Ott Rotunno
                                      -----------------------------------
                                      Name:  Janice Ott Rotunno
                                      Title: Vice President


By:  /s/ Steven M. Wagner
   ------------------------------
   Name:  Steven M. Wagner
   Title: First Vice President

                                      -70-