<PAGE>

                                                                     Exhibit 4.2


                              PACIFIC ENTERPRISES,

                                       AND


                                 SEMPRA ENERGY,

                                  as Guarantor



                                       TO




                      U.S. BANK TRUST NATIONAL ASSOCIATION


                                     Trustee




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



                                SENIOR INDENTURE



                            Dated as of ____________



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

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE
  ACT SECTION                                              INDENTURE SECTION
  -----------                                              -----------------

Section 310(a)(1)..............................................   609
           (a)(2)..............................................   609
           (a)(3)..............................................   Not Applicable
           (a)(4)..............................................   Not Applicable
           (b).................................................   608
                                                                  610
Section 311(a).................................................   613
           (b).................................................   613
Section 312(a).................................................   701
                                                                  702
           (b).................................................   702
           (c).................................................   702
Section 313(a).................................................   703
           (b).................................................   703
           (c).................................................   703
           (d).................................................   703
Section 314(a).................................................   704
           (a)(4)                                                 101
                                                                  1005
           (b).................................................   Not Applicable
           (c)(1)..............................................   102
           (c)(2)..............................................   102
           (c)(3)..............................................   Not Applicable
           (d).................................................   Not Applicable
           (e).................................................   102
Section 315(a).................................................   601
           (b).................................................   602
           (c).................................................   601
           (d).................................................   601
           (e).................................................   514
Section 316(a).................................................   101
           (a)(1)(A)...........................................   502
                                                                  512
           (a)(1)(B)...........................................   513
           (a)(2)..............................................   Not Applicable
           (b).................................................   508
           (c).................................................   104
Section 317(a)(1)..............................................   503
           (a)(2)..............................................   504
           (b).................................................   1003
Section 318(a).................................................   107

---------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.
<PAGE>

                                TABLE OF CONTENTS
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Parties...............................................................................................1
Recitals of the Corporation...........................................................................1


ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................1

               Section 101.   Definitions.............................................................1
               Section 102.   Compliance Certificates and Opinions....................................7
               Section 103.   Form of Documents Delivered to Trustee..................................8
               Section 104.   Acts of Holders; Record Dates...........................................8
               Section 105.   Notices, Etc., to Trustee, Corporation and Guarantor...................10
               Section 106.   Notice to Holders; Waiver..............................................11
               Section 107.   Conflict with Trust Indenture Act......................................11
               Section 108.   Effect of Headings and Table of Contents...............................12
               Section 109.   Successors and Assigns.................................................12
               Section 110.   Separability Clause....................................................12
               Section 111.   Benefits of Indenture..................................................12
               Section 112.   Governing Law..........................................................12
               Section 113.   Legal Holidays.........................................................12

ARTICLE II. SECURITY FORMS...........................................................................12

               Section 201.   Forms Generally........................................................12
               Section 202.   Form of Face of Security...............................................13
               Section 203.   Form of Reverse of Security............................................15
               Section 204.   Form of Legend for Global Securities...................................19
               Section 205.   Form of Trustee's Certificate of Authentication........................19

ARTICLE III. THE SECURITIES..........................................................................19

               Section 301.   Amount Unlimited; Issuable in Series...................................19
               Section 302.   Denominations..........................................................22
               Section 303.   Execution, Authentication, Delivery and Dating.........................23
               Section 304.   Temporary Securities...................................................24
               Section 305.   Registration, Registration of Transfer and Exchange....................25
               Section 306.   Mutilated, Destroyed, Lost and Stolen Securities.......................28
               Section 307.   Payment of Interest; Interest Rights Preserved.........................28
               Section 308.   Persons Deemed Owners..................................................30
               Section 309.   Cancellation...........................................................30
               Section 310.   Computation of Interest................................................30
               Section 311.   CUSIP Numbers..........................................................30

ARTICLE IV. SATISFACTION AND DISCHARGE...............................................................31

               Section 401.   Satisfaction and Discharge of Indenture................................31
               Section 402.   Application of Trust Money.............................................32
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ARTICLE V. REMEDIES..................................................................................32

               Section 501.   Events of Default......................................................32
               Section 502.   Acceleration of Maturity; Rescission and Annulment.....................34
               Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee........35
               Section 504.   Trustee May File Proofs of Claim.......................................36
               Section 505.   Trustee May Enforce Claims Without Possession of Securities............37
               Section 506.   Application of Money Collected.........................................37
               Section 507.   Limitation on Suits....................................................38
               Section 508.   Unconditional Right of Holders to Receive Principal, Premium
                              and Interest...........................................................38
               Section 509.   Restoration of Rights and Remedies.....................................38
               Section 510.   Rights and Remedies Cumulative.........................................39
               Section 511.   Delay or Omission Not Waiver...........................................39
               Section 512.   Control By Holders.....................................................39
               Section 513.   Waiver of Past Defaults................................................39
               Section 514.   Undertaking for Costs..................................................40
               Section 515.   Waiver of Stay or Extension Laws.......................................40

ARTICLE VI. THE TRUSTEE..............................................................................40

               Section 601.   Certain Duties and Responsibilities....................................40
               Section 602.   Notice of Defaults.....................................................41
               Section 603.   Certain Rights of Trustee..............................................41
               Section 604.   Not Responsible for Recitals or Issuance of Securities.................42
               Section 605.   May Hold Securities....................................................42
               Section 606.   Money Held in Trust....................................................43
               Section 607.   Compensation, Reimbursement and Indemnity..............................43
               Section 608.   Conflicting Interests..................................................43
               Section 609.   Corporate Trustee Required; Eligibility................................44
               Section 610.   Resignation and Removal; Appointment of Successor......................44
               Section 611.   Acceptance of Appointment by Successor.................................45
               Section 612.   Merger, Conversion, Consolidation or Succession to Business............46
               Section 613.   Preferential Collection of Claims Against Corporation..................47
               Section 614.   Appointment of Authenticating Agent....................................47
               Section 615.   Trustee's Application for Instructions from the Corporation............48

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION...................................49

               Section 701.   Corporation to Furnish Trustee Names and Addresses of Holders..........49
               Section 702.   Preservation of Information; Communications to Holders.................49
               Section 703.   Reports by Trustee.....................................................49


                                     -iii-
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<PAGE>

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               Section 704.   Reports by Corporation and the Guarantor...............................50

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER..........................................50

               Section 801.   Corporation or Guarantor May Consolidate, Etc., on Certain
                              Terms..................................................................50
               Section 802.   Successor Substituted..................................................51

ARTICLE IX. SUPPLEMENTAL INDENTURES..................................................................52

               Section 901.   Supplemental Indentures Without Consent of Holders.....................52
               Section 902.   Supplemental Indentures With Consent of Holders........................53
               Section 903.   Execution of Supplemental Indentures...................................54
               Section 904.   Effect of Supplemental Indentures......................................54
               Section 905.   Conformity with Trust Indenture Act....................................54
               Section 906.   Reference in Securities to Supplemental Indentures.....................54

ARTICLE X. COVENANTS.................................................................................55

               Section 1001.  Payment of Principal, Premium and Interest.............................55
               Section 1002.  Maintenance of Office or Agency........................................55
               Section 1003.  Money for Securities Payments to Be Held in Trust......................55
               Section 1004.  Corporate Existence....................................................56
               Section 1005.  Statement by Officers as to Default....................................57
               Section 1006.  Waiver of Certain Covenants............................................57

ARTICLE XI. REDEMPTION OF SECURITIES.................................................................57

               Section 1101.  Applicability of Article...............................................57
               Section 1102.  Election to Redeem; Notice to Trustee..................................57
               Section 1103.  Selection by Trustee of Securities to Be Redeemed......................58
               Section 1104.  Notice of Redemption...................................................58
               Section 1105.  Securities Payable on Redemption Date..................................59
               Section 1106.  Securities Redeemed in Part............................................60

ARTICLE XII. SINKING FUNDS...........................................................................60

               Section 1201.  Applicability of Article...............................................60
               Section 1202.  Satisfaction of Sinking Fund Payments with Securities..................60
               Section 1203.  Redemption of Securities for Sinking Fund..............................61

ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE.....................................................61

               Section 1301.  Applicability of Article...............................................61
               Section 1302.  Defeasance and Discharge...............................................61
               Section 1303.  Covenant Defeasance....................................................62
               Section 1304.  Conditions to Defeasance or Covenant Defeasance........................62
               Section 1305.  Deposited Money and Government Obligations to Be Held in
                              Trust; Miscellaneous Provisions........................................64
               Section 1306.  Reinstatement..........................................................65
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                                     -iv-
<PAGE>

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<S>                                                                                                  <C>
ARTICLE XIV. GUARANTEE...............................................................................65

               Section 1401.  Guarantee..............................................................65
               Section 1402.  Execution and Delivery of Guarantees...................................67

ARTICLE XV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS..........................67

               Section 1501.  Indenture and Securities Solely Corporate Obligations..................67
</TABLE>

                                      -v-
<PAGE>

     INDENTURE, dated as of _____________, among Pacific Enterprises, a
corporation duly organized and existing under the laws of the State of
California (herein called the "Corporation"), having its principal office at 101
Ash Street, San Diego, California 92101, Sempra Energy, a corporation duly
organized and existing under the laws of the State of California (herein called
the "Guarantor"), having its principal office at 101 Ash Street, San Diego,
California 92101, and U.S. Bank Trust National Association, a national banking
association duly organized and existing under the laws of the United States of
America, as Trustee (herein called the "Trustee").

                           RECITALS OF THE CORPORATION

     The Corporation has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured senior
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the
Corporation, in accordance with its terms, have been done.

                              RECITALS OF GUARANTOR

     The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the guarantee of the Securities as in this Indenture
provided. All things necessary to make this Indenture a valid agreement of
Guarantor, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     Section 101.      Definitions.
                       -----------

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

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

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

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting
<PAGE>

     principles" with respect to any computation required or permitted hereunder
     shall mean such accounting principles as are generally accepted in the
     United States of America;

          (4)  unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

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

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

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Board of Directors" means either the board of directors of the Corporation
or the Guarantor, as the case requires, or any duly authorized committee of that
board.

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

     "Business Day," when used with respect to any Place of Payment, means a day
other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to remain closed.

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

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

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

                                      -2-
<PAGE>

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 550 South Hope Street, 5th Floor,
Los Angeles, California 90071, Attn: Corporate Trust.

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

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

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

     "Defeasance" has the meaning specified in Section 1302.

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

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

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Global Security" means a Security that evidences all or part of the
Securities of any series which is issued to a Depositary or a nominee thereof
for such series in accordance with Section 301(17).

     "Government Obligation" has the meaning specified in Section 1304.

     "Guarantee" means any guarantee of the Guarantor endorsed on a Security
authenticated and delivered pursuant to this Indenture and shall include, unless
otherwise expressly stated or the context otherwise requires, the guarantee set
forth in Section 1401.

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

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

     "Holder" means a Person in whose name a Security is registered in the
Security Register.

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into

                                      -3-
<PAGE>

pursuant to the applicable provisions hereof, including, for all purposes of
this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term "Indenture" shall also
include the terms of particular series of Securities established as contemplated
by Section 301.

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

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

     "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

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

     "Notice of Default" means a written notice of the kind specified in Section
501(4).

     "Officers' Certificate" means a certificate signed by either the Chairman
of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the
President or a Vice President, and also signed by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary, of the Corporation or the Guarantor, as the case requires,
and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 1005 shall be the principal executive,
financial or accounting officer of the Corporation or the Guarantor, as the case
requires.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Corporation or the Guarantor, as the case requires, or other counsel who
shall be reasonably acceptable to the Trustee.

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

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

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

          (2)  Securities for whose payment or redemption the necessary amount
     of money or Government Obligations has been theretofore deposited with the
     Trustee or any Paying Agent (other than the Corporation) in trust or set
     aside and segregated in trust by the Corporation (if the Corporation shall
     act as its own Paying Agent) for the Holders of


                                      -4-
<PAGE>

     such Securities; provided that, if such Securities are to be redeemed,
     notice of such redemption has been duly given pursuant to this Indenture or
     provision therefor satisfactory to the Trustee has been made;

          (3)  Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Corporation or any other obligor upon the Securities or any
Affiliate of the Corporation or of any such other obligor, whether of record or
beneficially, 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, waiver or other
action, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Corporation or any other obligor upon the Securities or
any Affiliate of the Corporation or of any such other obligor.

     "Paying Agent" means any Person authorized by the Corporation to pay the
principal of or any premium or interest on any Securities on behalf of the
Corporation or the Guarantor.

     "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including without limitation the
rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Corporation upon the issuance of such Securities.


                                      -5-
<PAGE>

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

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

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

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

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

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

     "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any assistant vice
president , any senior trust officer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

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

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307(1).

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


                                      -6-
<PAGE>

case of such principal, as such date may be advanced or extended as provided
pursuant to the terms of such Security established pursuant to Section 301.

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

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

     "Vice President," when used with respect to the Corporation or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     Section 102.      Compliance Certificates and Opinions.
                       ------------------------------------

     Upon any application or request by the Corporation or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the
Corporation and the Guarantor shall each furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Corporation or the Guarantor,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

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

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

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

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


                                      -7-
<PAGE>

     Section 103.      Form of Documents Delivered to Trustee.
                       --------------------------------------

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

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

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

     Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officers' Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally filed
in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Anything in this Indenture to the contrary notwithstanding, if any action has
been taken by or at the request of the Corporation or the Guarantor in reliance
on an error or omission in the original document which has been corrected as
aforesaid, the action so taken shall not be invalidated or otherwise rendered
ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without
limiting the generality of the foregoing, any Securities or Guarantees issued
under the authority of such defective document or instrument shall nevertheless
be the valid obligations of the Corporation or the Guarantor, as the case may
be, entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities or Guarantees, as the case may be, except as
aforesaid.

     Section 104.      Acts of Holders; Record Dates.
                       -----------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such


                                      -8-
<PAGE>

Holders in person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Corporation and the Guarantor. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee, the Corporation
and the Guarantor, if made in the manner provided in this Section.

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

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

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

     Each of the Corporation and the Guarantor may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series;
provided that the Corporation and the Guarantor may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date,
and no other Holders, shall be entitled to take or revoke the relevant action,
whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Corporation or the Guarantor from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Corporation or the
Guarantor, at their own expense, shall


                                      -9-
<PAGE>

cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join Zin the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction or to revoke
the same, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Corporation's or Guarantor's expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be sent to
the Corporation and the Guarantor in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106 on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

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

     Section 105.      Notices, Etc., to Trustee, Corporation and Guarantor.
                       ----------------------------------------------------

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


                                     -10-
<PAGE>

          (1)  the Trustee by any Holder or by the Corporation shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing, which may be made via facsimile, to or with the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust, or

          (2)  the Corporation by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if made, given, furnished or filed in writing, which may be made
     via facsimile, or mailed, first-class postage prepaid, to the Corporation
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: Treasurer, or at any other
     address previously furnished in writing to the Trustee by the Corporation.

          (3)  the Guarantor by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing, which may be made via
     facsimile, or mailed, first-class postage prepaid, to the Guarantor
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: Treasurer, or at any other
     address previously furnished in writing to the Trustee by the Guarantor.

     Section 106.      Notice to Holders; Waiver.
                       -------------------------

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders 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 by
such Holders or the Corporation 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 regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Section 107.      Conflict with Trust Indenture Act.
                       ---------------------------------

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                                      -11-
<PAGE>

     Section 108.      Effect of Headings and Table of Contents.
                       ----------------------------------------

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

     Section 109.      Successors and Assigns.
                       ----------------------

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

     Section 110.      Separability Clause.
                       -------------------

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

     Section 111.      Benefits of Indenture.
                       ---------------------

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

     Section 112.      Governing Law.
                       -------------

     This Indenture, the Securities and the Guarantees shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principles thereof.

     Section 113.      Legal Holidays.
                       --------------

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                  ARTICLE II.

                                SECURITY FORMS

     Section 201.      Forms Generally.
                       ---------------

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution, in one or more indentures supplemental hereto or in an
Officers' Certificate pursuant to Section 301 hereof, in

                                      -12-
<PAGE>

each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities or Guarantees, as the case
may be, as evidenced by their execution thereof. If the form of Securities of
any series or Guarantees endorsed thereon is established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Corporation
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

     The definitive Securities and Guarantees endorsed thereon 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 or
Guarantees, as evidenced by their execution thereof.

     Section 202.      Form of Face of Security.
                       ------------------------

     [Insert any legend required by the Internal Revenue Code and the
regulations thereunder or by the Depositary.]

                              PACIFIC ENTERPRISES

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

                          GUARANTEED AS TO PAYMENT OF
           PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY SEMPRA ENERGY

                                                              $ ----------
No. _________                                         CUSIP No. __________

     Pacific Enterprises, a corporation duly organized and existing under the
laws of the State of California (herein called the "Corporation," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to______________________________________
________________________, or registered assigns, the principal sum of _________
______________ Dollars ($___________) on _________________________ [if the
Security is to bear interest prior to Maturity and interest payment periods are
not extendable, insert - , and to pay interest thereon from _______________ or
from the most recent date to which interest has been paid or duly provided for,
[insert - semi-annually, quarterly, monthly or other description of the relevant
payment period] on [________________, ________,] and ______________ in each year
(each, an "Interest Payment Date"), commencing ____________________, and at
Maturity at the rate of _____% per annum, until the principal hereof is paid or
made available for payment [if applicable, insert - , provided that any
principal hereof or premium, if any, or interest hereon which is not paid when
due shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable) from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. Interest on this Security shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

                                      -13-
<PAGE>

The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the [___________________________] (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for on any Interest
Payment Date will forthwith cease to be payable to the Holder on such Regular
Record Date by virtue of having been such Holder and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

     [If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Corporation maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert - ; provided, however, that at the option
of the Corporation payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least fifteen (15) days prior to the date for payment by the Person
entitled thereto]. [In the case of a Global Security registered in the name of
the Depository Trust Company or its nominee, insert--Notwithstanding the
foregoing, so long as the Holder of this Security is the Depositary or its
nominee, payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made by wire transfer of
immediately available funds.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      -14-
<PAGE>

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

     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed.

Dated:                                PACIFIC ENTERPRISES


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

Attest:

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


     Section 203.      Form of Reverse of Security.
                       ---------------------------

     This Security is one of a duly authorized issue of securities of the
Corporation (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of ________, ______ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Corporation and U.S. Bank Trust National Association,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Corporation, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert - , limited (subject to exceptions
provided in the Indenture) in aggregate principal amount to $________________-
__________].

     If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' prior written
notice by mail, [if applicable, insert - (1) on ____________ in any year
commencing with the year _____ and ending with the year _____ through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert - on or after
___________, 19__], as a whole or in part, at the election of the Corporation,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert - on or before _________________,
___%, and if redeemed] during the 12-month period beginning _________ of the
years indicated,

      Year        Redemption Price           Year            Redemption Price
      ----        ----------------           ----            ----------------

                                      -15-
<PAGE>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert - (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture.]

     [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' prior written
notice by mail, (1) on ____________ in any year commencing with the year ______
and ending with the year _____ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [if applicable, insert - on or after _____________],
as a whole or in part, at the election of the Corporation, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below:
If redeemed during the 12- month period beginning ________ of the years
indicated,

                           Redemption Price             Redemption Price for
                                  for                   Redemption Otherwise
                          Redemption Through                    Than
                           Operation of the               Through Operation
           Year              Sinking Fund                of the Sinking Fund
           ----           ------------------          -------------------------



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

     [If applicable, insert - Notwithstanding the foregoing, the Corporation may
not, prior to _________, redeem any Securities of this series as contemplated by
[if applicable, insert - Clause (2) of] the preceding paragraph as a part of, or
in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Corporation
(calculated in accordance with generally accepted financial practice) of less
than ____% per annum.]

     [If applicable, insert - The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year _______ and ending
with the year ______ of [if applicable, insert - not less than $___________
("mandatory sinking fund") and not more than] $____________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Corporation otherwise than through [if applicable, insert -

                                      -16-
<PAGE>

mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert - mandatory] sinking fund payments otherwise required to be
made [if applicable, insert - , in the inverse order in which they become due].]

     [If the Security is subject to redemption of any kind, insert - In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not subject to redemption, insert - The Securities are
not subject to redemption prior to the Stated Maturity of the principal
thereof.]

     [If applicable, insert - The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     As provided in the Indenture, the obligations of the Corporation under this
Security are unconditionally guaranteed on a senior basis pursuant to the
Guarantee endorsed hereon.

     [If the Security is not an Original Issue Discount Security, insert - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of and accrued and unpaid interest on the Securities
of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Corporation's obligations in respect of the payment of
the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of each series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
of each series at the time Outstanding affected thereby. The Indenture contains
provisions permitting the Holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding with respect to
which a default under the Indenture shall have occurred and be continuing, on
behalf of the Holders of all Securities of such series, to waive, with certain
exceptions, such past default with respect to such series and its consequences.
The Indenture also permits the Holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Corporation
with certain provisions of the Indenture. Any such consent or waiver by the
Holder of this Security shall be conclusive and

                                      -17-
<PAGE>

binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee, such Holder or Holders shall have offered the Trustee
reasonable indemnity, and the Trustee, for 60 days after its receipt of such
notice, shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Corporation and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

     Prior to due presentment of this Security for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be

                                      -18-
<PAGE>

overdue, and neither the Corporation, the Trustee nor any such agent shall be
affected by notice to the contrary.

     This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflict of law principles
thereof.

         All terms used in this Security  which are defined in the Indenture and
not defined herein shall have the meanings assigned to them in the Indenture.

     Section 204.      Form of Legend for Global Securities.
                       ------------------------------------

     Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

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

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

                                      U.S. Bank Trust National Association,
                                      As Trustee


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

Dated:  _________________


                                 ARTICLE III.

                                The Securities

     Section 301.      Amount Unlimited; Issuable in Series.
                       ------------------------------------

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

                                      -19-
<PAGE>

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

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

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1106 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

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

          (4)  the date or dates on which the principal of any Securities of the
     series is payable or the method by which such date shall be determined and
     the right, if any, to shorten or extend the date on which the principal of
     any Securities of the series is payable and the conditions to any such
     change;

          (5)  the rate or rates at which any Securities of the series shall
     bear interest, if any, or the method by which such rate or rates shall be
     determined; the date or dates from which any such interest shall accrue;
     the Interest Payment Dates on which any such interest shall be payable; the
     manner (if any) of determination of such Interest Payment Dates; and the
     Regular Record Date, if any, for any such interest payable on any Interest
     Payment Date;

          (6)  the right, if any, to extend the interest payment periods and the
      terms of such extension or extensions;

          (7)  the place or places where the principal of and any premium and
     interest on any Securities of the series shall be payable and whether, if
     acceptable to the Trustee, any principal of such Securities shall be
     payable without presentation or surrender thereof;

          (8)  the period or periods within which, or the date or dates on
     which, the price or prices at which and the terms and conditions upon which
     any Securities of the series may be redeemed, in whole or in part, at the
     option of the Corporation and, if other than by a Board Resolution, the
     manner in which any election by the Corporation to redeem the Securities
     shall be evidenced;

          (9)  the obligation, if any, of the Corporation to redeem or purchase
     any Securities of the series pursuant to any sinking fund, purchase fund or
     analogous provisions or at the option of the Holder thereof and the period
     or periods within which,

                                      -20-
<PAGE>

     the price or prices at which and the terms and conditions upon which any
     Securities of the series shall be redeemed or purchased, in whole or in
     part, pursuant to such obligation;

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

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

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

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

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

          (15) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity (or, in any such case, the manner in which such amount deemed to
     be the principal amount shall be determined);

          (16) if either or both of Sections 1302 and 1303 do not apply to any
     Securities of the series;

          (17) if applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the respective Depositary or Depositaries for such
     Global Securities, the form of any legend or legends which shall be borne
     by any such Global Security in addition to or in lieu of that set forth in
     Section 204 and any circumstances in addition to or in lieu of those set
     forth in Clause (2) of the last paragraph of Section 305 in which any such
     Global Security may be exchanged in whole or in part for Securities
     registered, and any transfer of such Global

                                      -21-
<PAGE>

     Security in whole or in part may be registered, in the name or names of
     Persons other than the Depositary for such Global Security or a nominee
     thereof;

          (18) any addition, modification or deletion of any Events of Default
     or covenants provided with respect to any Securities of the series and any
     change in the right of the Trustee or the requisite Holders of such
     Securities to declare the principal amount thereof due and payable pursuant
     to Section 502;

          (19) any addition to or change in the covenants set forth in Article X
     which applies to Securities of the series; and

          (20) any terms of the Guarantees with respect to the Securities of
     such series in addition to those set forth in Section 1401, or any
     exceptions to or changes in those set forth in Section 1401; and

          (21) any other terms of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

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

     With respect to Securities of a series offered in a Periodic Offering, the
Board Resolution (or action taken pursuant thereto), Officers' Certificate or
supplemental indenture referred to above may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Corporation in accordance with other
procedures specified in a Company Order as contemplated by the third paragraph
of Section 303.

     Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, a series of Securities may from
time to time be "re-opened" and the aggregate principal amount of any such
series of Securities may be increased and additional Securities of such series
may be issued up to the maximum aggregate principal amount authorized with
respect to such series as increased.

     Section 302.      Denominations.
                       -------------

     The Securities of each series shall be issuable only in fully registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

                                      -22-
<PAGE>

     Section 303.      Execution, Authentication, Delivery and Dating.
                       ----------------------------------------------

     The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, its Vice Chairman of the Board, its Chief Executive
Officer, its President or one of its Vice Presidents (which may be by facsimile)
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

     Unless otherwise provided as contemplated by Section 301, with respect to
any series of Securities, the Guarantees to be endorsed on any series of
Securities shall be executed and delivered in accordance with the provisions of
Section 1402.

     At any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Securities of any series executed by the
Corporation with the Guarantees executed by the Guarantor, to the Trustee for
authentication, together with a Company Order and a Guarantor Order for the
authentication and delivery of such Securities and for the delivery of the
Guarantees endorsed thereon, and the Trustee in accordance with the Company
Order and the Guarantor Order shall authenticate such Securities and deliver
such Securities and Guarantees endorsed thereon, provided, however, that in the
case of Securities offered in a Periodic Offering, the Trustee shall
authenticate such Securities and deliver such Securities and Guarantees endorsed
thereon from time to time in accordance with such other procedures (including,
without limitation, the receipt by the Trustee of electronic instructions from
the Corporation or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
and a Guarantor Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the
Securities of the series or the Guarantees endorsed thereon have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities and the Guarantees
endorsed thereon and accepting the additional responsibilities under this
Indenture in relation to such Securities and the Guarantees endorsed thereon,
the Trustee shall be furnished, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,

          (1)  if the forms of such Securities or Guarantees have been
     established by or pursuant to Board Resolution as permitted by Section 201,
     that such forms have been established in conformity with the provisions of
     this Indenture;

          (2)  if the terms of such Securities or Guarantees have been, or in
     the case of Securities of a series offered in a Periodic Offering, will be,
     established by or pursuant to Board Resolution as permitted by Section 301,
     that such terms have been, or in the case of Securities of a series offered
     in a Periodic Offering, will be, established in conformity with the
     provisions of this Indenture, subject, in the case of Securities of a
     series offered in a Periodic Offering, to any conditions specified in such
     Opinion of Counsel; and

                                      -23-
<PAGE>

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

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

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

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Corporation and the Guarantor
of any of such Securities and Guarantees endorsed thereon, the forms and terms
thereof and the legality, validity, binding effect and enforceability thereof,
upon the Opinion of Counsel and the other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, in connection with the
first authentication of Securities of such series.

     Each Security shall be dated the date of its authentication.

     No Security or Guarantee endorsed thereon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature of an
authorized signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
hereunder and that such Security and the Guarantee endorsed thereon have been
duly delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such
Security (and the Guarantee endorsed thereon) shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     Section 304.      Temporary Securities.
                       --------------------

     Pending the preparation of definitive Securities of any series, the
Corporation may execute, and upon Company Order and Guarantor Order the Trustee
shall authenticate and

                                      -24-
<PAGE>

deliver, temporary Securities (with temporary Guarantees endorsed thereon) which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities and Guarantees in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities or Guarantees, as the case may be, may
determine, as evidenced by their execution of such Securities or Guarantees, as
the case may be.

     If temporary Securities or Guarantees of any series are issued, the
Corporation will cause definitive Securities and Guarantees of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities and Guarantees of such series, the temporary Securities and
Guarantees of such series shall be exchangeable for definitive Securities of
such series, with the definitive Guarantees of the Guarantor endorsed thereon,
upon surrender of the temporary Securities of such series at the office or
agency of the Corporation in a Place of Payment for that series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Corporation shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, with the definitive Guarantees executed by the
Guarantor endorsed thereon. Until so exchanged, the temporary Securities of any
series and the Guarantees endorsed thereon shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of such series
and tenor and definitive Guarantees.

     Section 305.      Registration, Registration of Transfer and Exchange.
                       ---------------------------------------------------

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

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Corporation in a Place of Payment for that series,
the Corporation shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, with the Guarantees executed by the Guarantor
endorsed thereon.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Corporation shall execute, and the Trustee shall authenticate
and deliver, the Securities, with the Guarantees of the Guarantor endorsed
thereon, which the Holder making the exchange is entitled to receive.

                                      -25-
<PAGE>

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

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

     No service charge shall be assessed against the Holder for any registration
of transfer or exchange of Securities, but the Corporation may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not
involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed, the Corporation shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption and ending at the close of business on
the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

          (1)  Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary designated for such Global
     Security or a nominee thereof and delivered to such Depositary or a nominee
     thereof or custodian therefor, and each such Global Security shall
     constitute a single Security for all purposes of this Indenture.

          (2)  Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (A) such Depositary has notified the
     Corporation that it is unwilling or unable to continue as Depositary for
     such Global Security and a successor Depositary has not been appointed by
     the Corporation within 90 days of receipt by the Corporation of such
     notification, (B) if at any time the Depositary ceases to be a clearing
     agency registered under the Exchange Act at a time when the Depositary is
     required to be so registered to act as such Depositary and no successor
     Depositary shall have been appointed by the Corporation within 90 days
     after it became aware of such cessation, (C) the Corporation, in its sole
     discretion, executes and delivers to the Trustee a Company Order to the
     effect that such

                                      -26-
<PAGE>

     Global Security, together with all other Global Securities of the same
     series, shall be exchangeable as described below, (D) an Event of Default
     has occurred and is continuing with respect to the Securities of such
     series, or (E) there shall exist such circumstances, if any, in addition to
     or in lieu of the foregoing as have been specified for this purpose as
     contemplated by Section 301. If any of the events described in clauses (A)
     through (E) of the preceding sentence occur, the beneficial owners of
     interests in the relevant Global Securities will be entitled to exchange
     those interests for definitive Securities and, without unnecessary delay
     but in any event not later than the earliest date on which those interests
     may be so exchanged, the Corporation will deliver to the Trustee definitive
     Securities in such form and denominations as are required by or pursuant to
     this Indenture, and of the same series, containing identical terms and in
     an aggregate principal amount equal to the principal amount of such Global
     Securities, such Securities to be duly executed by the Corporation. On or
     after the earliest date on which such beneficial interests may be so
     exchanged, such Global Securities shall be surrendered from time to time by
     the Depositary as shall be specified in the Company Order with respect
     thereto (which the Corporation agrees to deliver), and in accordance with
     any instructions given to the Trustee and the Depositary (which
     instructions shall be in writing but need not be contained in or
     accompanied by an Officers' Certificate or be accompanied by an Opinion of
     Counsel), as shall be specified in the Company Order with respect thereto
     to the Trustee, as the Corporation's agent for such purpose, to be
     exchanged, in whole or in part, for definitive Securities as described
     above without charge. The Trustee shall authenticate and make available for
     delivery, in exchange for each portion of such surrendered Global Security,
     a like aggregate principal amount of definitive Securities of the same
     series of authorized denominations and of like tenor as the portion of such
     Global Security to be exchanged. Promptly following any such exchange in
     part, such Global Security shall be returned by the Trustee to such
     Depositary or its custodian. If a definitive Security is issued in exchange
     for any portion of a Global Security after the close of business at the
     place where such exchange occurs on or after (i) any Regular Record Date
     for such Security and before the opening of business at that Place of
     Payment on the next Interest Payment Date, or (ii) any Special Record Date
     for such Security and before the opening of business at such Place of
     Payment on the related proposed date for the payment of Defaulted Interest,
     as the case may be, interest shall not be payable on such Interest Payment
     Date or proposed date for payment, as the case may be, in respect of such
     definitive Security, but shall be payable on such Interest Date or proposed
     date for payment, as the case may be, only to the Person to whom interest
     in respect of such portion of such Global Security shall be payable in
     accordance with the provisions of this Indenture.

          (3)  Subject to Clause (2) above, any exchange or transfer of a Global
     Security for other Securities may be made in whole or in part, and all
     Securities issued in exchange for or upon transfer of a Global Security or
     any portion thereof shall be registered in such names as the Depositary for
     such Global Security shall direct.

          (4)  Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
     1106 or otherwise, shall be authenticated and delivered in the form of, and
     shall be, a Global Security, unless such

                                      -27-
<PAGE>

     Security is registered in the name of a Person other than the Depositary
     for such Global Security or a nominee thereof.

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

     If any mutilated Security is surrendered to the Trustee, the Corporation
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount, having a Guarantee executed by the Guarantor endorsed thereon and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Corporation, the Guarantor and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Corporation, the Guarantor or the Trustee that such Security has
been acquired by a bona fide purchaser, the Corporation shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and
principal amount, having a Guarantee executed by the Guarantor endorsed thereon
and bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Security under this Section, the Corporation
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
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.

     Every new Security of any series and any Guarantee endorsed thereon issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security and
any Guarantee endorsed thereon shall constitute an original additional
contractual obligation of the Corporation and the Guarantor, respectively,
whether or not the destroyed, lost or stolen Security or Guarantee shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder and the Guarantees endorsed on such
Securities.

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

     Section 307.      Payment of Interest; Interest Rights Preserved.
                       ----------------------------------------------

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, such payment to be made at the office or agency maintained
for such purpose pursuant to Section 1002; provided, however, that, at the
option of the Corporation, interest on

                                      -28-
<PAGE>

any series of Securities that bear interest may be paid (i) by check mailed to
the address of the Persons entitled thereto as such addresses shall appear on
the Security Register or (ii) by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Trustee at least 15 days prior to the date for payment by the Persons
entitled thereto. Any such instructions given pursuant to clause (ii) shall
remain in effect until revoked by written notice to the Trustee at least 15 days
prior to any payment date by the Person entitled to such payment.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at
its election in each case, as provided in Clause (1) or (2) below:

          (1)  The Corporation or the Guarantor may elect to make payment of any
     Defaulted Interest to the Persons in whose names the Securities of such
     series (or their respective Predecessor Securities) are registered at the
     close of business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following manner. The
     Corporation or the Guarantor shall notify the Trustee in writing of the
     amount of Defaulted Interest proposed to be paid on each Security of such
     series and the date of the proposed payment, and at the same time the
     Corporation or the Guarantor, as the case may be, shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Corporation and the
     Guarantor of such Special Record Date and, in the name and at the expense
     of the Corporation or the Guarantor, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be given to each Holder of Securities of such series in the manner set
     forth in Section 106, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

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

                                      -29-
<PAGE>

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

     Section 308.      Persons Deemed Owners.
                       ---------------------

     Prior to due presentment of a Security for registration of transfer, the
Corporation, the Guarantor, the Trustee and any agent of the Corporation, the
Guarantor or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Corporation, the Guarantor, the Trustee or any agent of
the Corporation, the Guarantor or the Trustee shall be affected by notice to the
contrary.

     Section 309.      Cancellation.
                       ------------

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Corporation or the Guarantor may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Corporation or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Corporation has not issued and
sold, and all Securities so delivered shall be promptly canceled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities held by the Trustee shall be disposed
of as directed by a Company Order or Guarantor Order; provided, however, that
the Trustee shall not be required to destroy such canceled Securities.

     Section 310.      Computation of Interest.
                       -----------------------

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.

     Section 311.      CUSIP Numbers.
                       -------------

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

                                      -30-
<PAGE>

                                  ARTICLE IV.

                          SATISFACTION AND DISCHARGE

     Section 401.      Satisfaction and Discharge of Indenture.
                       ---------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to those surviving rights and obligations specified below), and the
Trustee, at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when

          (1)  either

               (A)  all Securities of such series theretofore authenticated and
          delivered (other than (i) Securities of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 306 and (ii) Securities of such series for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Corporation and thereafter repaid to the
          Corporation or discharged from such trust, as provided in Section
          1003) have been delivered to the Trustee for cancellation; or

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

                    (i)  have become due and payable, or

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

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

          and the Corporation, in the case of (B) above, has deposited or caused
          to be deposited with the Trustee as trust funds in trust for the
          purpose money in an amount sufficient to pay and discharge, and which
          shall be applied by the Trustee to pay and discharge, the entire
          indebtedness on such Securities not theretofore delivered to the
          Trustee for cancellation, for principal and any premium and interest
          to the date of such deposit (in the case of Securities which have
          become due and payable) or to the Stated Maturity or Redemption Date,
          as the case may be;

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

          (3)  the Corporation has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent herein provided for

                                      -31-
<PAGE>

     relating to the satisfaction and discharge of this Indenture as to such
     series have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Corporation and the
Guarantor to the Trustee under Section 607, the obligations of the Corporation
to any Authenticating Agent under Section 614 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Corporation and the Trustee with respect to the
Securities of such series under Sections 304, 305, 306, 402, 1002, 1003 and 1306
shall survive such satisfaction and discharge.

     Section 402.      Application of Trust Money.
                       --------------------------

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

                                  ARTICLE V.

                                   REMEDIES

     Section 501.      Events of Default.
                       -----------------

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is specifically deleted or modified in the Board Resolution or
Officers' Certificate delivered to the Trustee prior to the issuance of such
series of Securities or supplemental indenture under which such series of
Securities is issued or has been deleted or modified in an indenture
supplemental hereto:

          (1)  default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; provided, however, that if the Corporation 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 Corporation is required to make payment
     following such deferral, if such deferral has been elected pursuant to the
     terms of the Securities; or

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

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

                                      -32-
<PAGE>

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

          (5)  the cessation of effectiveness of the Guarantee endorsed on any
     Security of such series or the finding by any judicial proceeding that the
     Guarantee endorsed on any Security of such series is unenforceable or
     invalid or the denial or disaffirmation by the Guarantor of its obligations
     under the Guarantee endorsed on any Security of such series; or

          (6)  default occurs under any bond, note, debenture or other
     instrument evidencing any indebtedness for money borrowed by the
     Corporation or the Guarantor (including a default with respect to any other
     series of Securities issued under this Indenture), or under any mortgage,
     indenture or other instrument under which there may be issued or by which
     there may be secured or evidenced any indebtedness for money borrowed by
     the Corporation or the Guarantor (or the payment of which is guaranteed by
     the Corporation or the Guarantor), whether such indebtedness or guarantee
     exists on the date this Indenture or is issued or entered into following
     the date of this Indenture, if:

               (a)  either:

                    (i)  such default results from the failure to pay any such
               indebtedness when due; or

                    (ii) as a result of such default the maturity of such
               indebtedness has been accelerated prior to its expressed
               maturity; and

               (b)  the principal amount of such indebtedness, together with the
     principal amount of any other such indebtedness in default for failure to
     pay any such indebtedness when due or the maturity of which has been so
     accelerated, aggregates at least $25 million; or

     (7)  the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Corporation or the Guarantor in an
involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Corporation or the Guarantor a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Corporation or the Guarantor under any
applicable federal or state law, or appointing a custodian, receiver,

                                      -33-
<PAGE>

     liquidator, assignee, trustee, sequestrator or other similar official of
     the Corporation or the Guarantor or of any substantial part of the property
     of the Corporation or the Guarantor, or ordering the winding-up or
     liquidation of the affairs of the Corporation or the Guarantor, and the
     continuance of any such decree or order for relief or any such other decree
     or order unstayed and in effect for a period of 90 consecutive days; or

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

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

     Section 502.      Acceleration of Maturity; Rescission and Annulment.
                       --------------------------------------------------

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

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Event of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have
been rescinded and annulled, if

                                      -34-
<PAGE>

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

               (A)  all overdue interest on all Securities of that series which
          has become due otherwise than by such declaration of acceleration,

               (B)  the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and, to the extent permitted by law, any interest
          thereon at the rate or rates prescribed therefor in such Securities
          or, if no such rate or rates are so provided, at the rate or
          respective rates, as the case may be, of interest borne by such
          Securities,

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest which has become due otherwise than by
          such declaration of acceleration at the rate or rates prescribed
          therefor in such Securities or, if no such rate or rates are so
          provided, at the rate or respective rates, as the case may be, of
          interest borne by such Securities, and

               (D)  all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel and any other amounts due the Trustee
          under Section 607;

               and

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of or accrued and unpaid
     interest on Securities of that series which have become due solely by such
     declaration of acceleration, have been cured or waived as provided in
     Section 513.

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

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

     The Corporation and the Guarantor jointly and severally covenant that if

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

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

          (3)  default is made in the deposit of any mandatory sinking fund
     payment applicable to any Security when due,

the Corporation or the Guarantor will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for


                                     -35-
<PAGE>

principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Securities or, if no such rate or rates are so provided, at the rate or
respective rates, as the case may be, of interest borne by such Securities, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 607.

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

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

     Section 504. Trustee May File Proofs of Claim.
                  --------------------------------

     In case of any judicial proceeding relative to the Corporation or the
Guarantor (or any other obligor upon the Securities or the Guarantees), their
respective property or their respective creditors, the Trustee (irrespective of
whether the principal of such Securities shall then be due and payable as
therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Corporation for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization adjustment, composition or other similar
judicial proceeding relative to the Corporation or the Guarantor, the Trustee
(irrespective of whether the principal of such Securities shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Corporation or the Guarantor for the payment of overdue principal, premium, if
any, or interest) shall be authorized to file and prove a claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Securities of such 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 the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of such Securities allowed in such judicial proceeding, to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute

                                     -36-
<PAGE>

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

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the Guarantees 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;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

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

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

     Section 506. Application of Money Collected.
                  ------------------------------

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          First: To the payment of all amounts due the Trustee under
     Section 607;

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

          Third: To the payment of the balance, if any, to the Corporation or
     any other Person or Persons legally entitled thereto.

                                     -37-
<PAGE>

     Section 507. Limitation on Suits.
                  -------------------

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

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

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

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

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

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

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

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

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

     Section 509. Restoration of Rights and Remedies.
                  ----------------------------------

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Corporation, the Guarantor, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

                                     -38-
<PAGE>

     Section 510. Rights and Remedies Cumulative.
                  ------------------------------

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

     Section 511. Delay or Omission Not Waiver.
                  ----------------------------

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall, to the
extent permitted by law, impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders may, to the extent permitted by law, be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

     Section 512. Control By Holders.
                  ------------------

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series; provided that

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

          (2)  subject to Section 601, the Trustee may take any other action
     deemed proper by the Trustee which is not inconsistent with such direction,
     and

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

     Section 513. Waiver of Past Defaults.
                  -----------------------

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series with respect to which any default under
this Indenture shall have occurred and be continuing may, on behalf of the
Holders of all Securities of such series, waive such past default under this
Indenture with respect to such Securities and its consequences, except a default

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


                                     -39-
<PAGE>

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

     Upon any such waiver, such default shall cease to exist and be deemed 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 impair any
right consequent thereon.

     Section 514. Undertaking for Costs.
                  ---------------------

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
disbursements, 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 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).

     Section 515. Waiver of Stay or Extension Laws.
                  --------------------------------

     Each of the Corporation and the Guarantor covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or any other law wherever enacted, now or at any
time hereafter in force, which would prohibit or forgive the Corporation or the
Guarantor from paying all or any portion of the principal of or premium, if any,
or interest on any Securities as contemplated herein or therein or which may
affect the covenants or the performance of this Indenture; and each of the
Corporation and the Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE VI.

                                  THE TRUSTEE

     Section 601. Certain Duties and Responsibilities.
                  -----------------------------------

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any


                                     -40-
<PAGE>

of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty to do such things and in no event
shall the Trustee be liable for the consequences of any act or omission except
to the extent of the Trustee's negligence, negligent failure to act or willful
misconduct. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

     Section 602. Notice of Defaults.
                  ------------------

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

     Section 603. Certain Rights of Trustee.
                  -------------------------

     Subject to the provisions of Section 601:

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

          (2)  any request or direction of the Corporation or the Guarantor
     mentioned herein shall be sufficiently evidenced by a Company Request or
     Company Order, or Guarantor Request or a Guarantor Order, as applicable, or
     as otherwise expressly provided herein, and any resolution of the Board of
     Directors shall be sufficiently evidenced by a Board Resolution;

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

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

          (5)  prior to the occurrence of an Event of Default, the Trustee shall
     undertake to perform only such duties as are specifically set forth in this
     Indenture; and in case an

                                     -41-
<PAGE>

     Event of Default has occurred and is continuing with respect to the
     Securities of any series, the Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this Indenture with
     respect to the Securities of such series, whether at the request or
     direction of any of the Holders thereof or pursuant to any other provision
     in this Indenture, unless such Holders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred by it in compliance with such request
     or direction;

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

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

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

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

     The recitals contained herein and in the Securities and the Guarantees
endorsed thereon, except the Trustee's certificates of authentication, shall be
taken as the statements of the Corporation or the Guarantor, as the case may be,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities or the Guarantees endorsed
thereon. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Corporation of Securities or the proceeds
thereof.

     Section 605. May Hold Securities.
                  -------------------

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


                                     -42-
<PAGE>

     Section 606. Money Held in Trust.
                  -------------------

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

     Section 607. Compensation, Reimbursement and Indemnity.
                  -----------------------------------------

     The Corporation and the Guarantor jointly and severally agree

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

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

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

     The Trustee shall have a first priority lien prior to the Securities upon
all property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of Securities.

     Without limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(7) or Section 501(8), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the termination of this
Indenture.

     Section 608. Conflicting Interests.
                  ---------------------

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


                                     -43-
<PAGE>

To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

     Section 609. Corporate Trustee Required; Eligibility.
                  ---------------------------------------

     There shall at all times be a Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 610. Resignation and Removal; Appointment of Successor.
                  -------------------------------------------------

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Corporation and the
Guarantor. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition, at
the expense of the Corporation, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee, the Corporation
and the Guarantor.

     If at any time:

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

          (2)  the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Corporation, the
     Guarantor or by any such Holder, or

          (3)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or


                                     -44-
<PAGE>

     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, (A) the Corporation and the Guarantor by Board
Resolutions may remove the Trustee with respect to all Securities, or (B)
subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Corporation and the Guarantor, by
Board Resolutions, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Corporation and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Corporation and the Guarantor. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Corporation and the
Guarantor or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     The Corporation shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

     Section 611. Acceptance of Appointment by Successor.
                  --------------------------------------

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Corporation, the Guarantor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Corporation, the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor


                                     -45-
<PAGE>

Trustee all property and money held by such retiring Trustee hereunder (subject
to the lien provided for in Section 607).

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

     Upon request of any such successor Trustee, the Corporation and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

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

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

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


                                     -46-
<PAGE>

authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

     Section 613. Preferential Collection of Claims Against Corporation.
                  -----------------------------------------------------

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

     Section 614. Appointment of Authenticating Agent.
                  -----------------------------------

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

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, the Corporation and the Guarantor. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent, the Corporation and the Guarantor.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in


                                     -47-
<PAGE>

accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Corporation and
the Guarantor and shall give notice of such appointment in the manner provided
in Section 106 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

     The Corporation and the Guarantor, jointly and severally, agree to pay to
each Authenticating Agent from time to time reasonable compensation for its
services under this Section.

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

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

Dated:  _________________________          U.S. Bank Trust National Association,
                                           As Trustee


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


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



     Section 615. Trustee's Application for Instructions from the Corporation.
                  -----------------------------------------------------------

     Any application by the Trustee for written instructions from the
Corporation may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable to the Corporation for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three Business Days after the date any officer of the
Corporation actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.


                                     -48-
<PAGE>

                                 ARTICLE VII.

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION

     Section 701. Corporation to Furnish Trustee Names and Addresses of Holders.
                  -------------------------------------------------------------

     The Corporation and the Guarantor will furnish or cause to be furnished to
the Trustee

          (1)  15 days after each Regular Record Date, a list, in such form as
     the Trustee may reasonably require, of the names and addresses of the
     Holders of Securities of each series as of such Regular Record Date, and

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

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

     Section 702. Preservation of Information; Communications to Holders.
                  ------------------------------------------------------

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

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

     Every Holder of Securities, by receiving and holding the same, agrees with
the Corporation, the Guarantor and the Trustee that none of the Corporation, the
Guarantor, the Trustee nor any agent of any of them shall be held accountable by
reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.

     Section 703. Reports by Trustee.
                  ------------------

     The Trustee shall transmit to 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. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission

                                      -49-
<PAGE>

and with the Corporation and the Guarantor. The Corporation and the Guarantor
will promptly notify the Trustee when any Securities are listed on any stock
exchange or any delisting thereof.

     Section 704. Reports by Corporation and the Guarantor.
                  ----------------------------------------

     The Corporation and the Guarantor, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

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

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

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

                                 ARTICLE VIII.

                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     Section 801. Corporation or Guarantor May Consolidate, Etc., on Certain
                  ----------------------------------------------------------
Terms.
-----

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Corporation or the Guarantor with or
into any other Person or Persons (whether or not affiliated with the
Corporation), or successive consolidations or mergers in which the Corporation
or the Guarantor or its successor or successors shall be a party or parties, or
shall prevent any sale, transfer, lease or other conveyance of the properties
and assets of the Corporation or the Guarantor as an entirety or substantially
as an entirety to any other Person (whether or not affiliated with the
Corporation or the Guarantor) lawfully entitled to acquire the same; provided,
however, that the Corporation and the Guarantor shall not, in any transaction or
series of transactions, consolidate or merge with or into any Person or sell,
transfer, lease or otherwise convey the properties and assets of the Corporation
or the Guarantor as an entirety or substantially as an entirety to any other
Persons, unless:

                                      -50-
<PAGE>

          (i)  either (A) the Corporation or the Guarantor, as the case may be,
     shall be the continuing Person (in the case of a merger) or (B) the
     successor Person formed by such consolidation or into which the Corporation
     or the Guarantor, as the case may be, is merged or which acquires by sale,
     transfer, lease or other conveyance the properties and assets of the
     Corporation or the Guarantor, as the case may be, as an entirety or
     substantially as an entirety, is a corporation organized and existing under
     the laws of the United States of America, any State thereof or the District
     of Columbia and shall expressly assume, by an indenture (or indentures, if
     at such time there shall be more than one Trustee) supplemental hereto,
     executed by such successor corporation, the Trustee, the Corporation and
     the Guarantor, in form and substance satisfactory to the Trustee, the due
     and punctual payment of the principal of and premium, if any, and interest
     on all of the Outstanding Securities or the due and punctual payment of all
     amounts under the Guarantees, as the case may be, and the due and punctual
     performance and observance of every obligation in this Indenture and the
     Outstanding Securities on the part of the Corporation or the Guarantor, as
     the case may be, to be performed or observed;

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

          (iii) the Corporation or the Guarantor, as the case may be, shall
     deliver to the Trustee an Officers' Certificate and an Opinion of Counsel,
     each stating that such consolidation, merger, sale, transfer, lease or
     other conveyance and, if a supplemental indenture is required in connection
     with such transaction, such supplemental indenture comply with this Article
     and that all conditions precedent herein provided for relating to such
     transaction have been complied with.

     Section 802. Successor Substituted.
                  ---------------------

     Upon any consolidation of the Corporation or the Guarantor with, or merger
of the Corporation or the Guarantor into, any other Person or any sale,
transfer, lease or other conveyance of the properties and assets of the
Corporation or the Guarantor as an entirety or substantially as an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Corporation or the Guarantor, as the case may be, is merged or
to which such sale, transfer, lease or other conveyance is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Corporation or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor Person had been named as the Corporation or the
Guarantor, as the case may be, herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and under the Securities or the Guarantees endorsed
thereon, as the case may be.

                                      -51-
<PAGE>

                                  ARTICLE IX.

                            SUPPLEMENTAL INDENTURES

     Section 901. Supplemental Indentures Without Consent of Holders.
                  --------------------------------------------------

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

          (1)  to evidence the succession of another Person to the Corporation
     or the Guarantor, as the case may be, and the assumption by any such
     successor of the covenants of the Corporation or the Guarantor, as the case
     may be, herein and in the Securities or the Guarantees endorsed thereon, as
     the case may be; or

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

          (3)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); or

          (4)  to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to facilitate the issuance of
     Securities in uncertificated form; or

          (5)  to change or eliminate any of the provisions of this Indenture in
     respect of one or more series of Securities, provided that any such change
     or elimination (A) shall neither (i) apply to any Security or Guarantee
     entitled to the benefit of such provision nor (ii) modify the rights of the
     Holder of any such Security or Guarantee with respect to such provision, or
     (B) shall become effective only when there is no such Security Outstanding
     or to add any new provision to this Indenture, provided that any such
     addition does not apply to any Security of any series or any Guarantee
     endorsed thereon created prior to the execution of such supplemental
     indenture; or

          (6)  to secure the Securities or the Guarantees; or

          (7)  to establish the form or terms of Securities of any series or any
     Guarantees as permitted by Sections 201 and 301; or

          (8)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or

                                      -52-
<PAGE>

     change any of the provisions of this Indenture as shall be necessary to
     provide for or facilitate the administration of the trusts hereunder by
     more than one Trustee, pursuant to the requirements of Section 611; or

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

     Section 902. Supplemental Indentures With Consent of Holders.
                  -----------------------------------------------

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

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

          (2)  reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3)  modify or affect in any manner the terms and conditions of the
     obligations of the obligations of the Guarantor in respect of the due and
     punctual payment of the principal of, or premium, if any, or interest on
     any Security, or

          (4)  modify any of the provisions of this Section, Section 513 or
     Section 1006, 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 (4) shall not be

                                      -53-
<PAGE>

     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 1006, or the deletion of this proviso, in accordance with the
     requirements of Sections 611 and 901(8).

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

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

     Section 903.      Execution of Supplemental Indentures.
                       ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate, each stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Section 904.      Effect of Supplemental Indentures.
                       ---------------------------------

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

     Section 905.      Conformity with Trust Indenture Act.
                       -----------------------------------

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

     Section 906.      Reference in Securities to Supplemental Indentures.
                       --------------------------------------------------

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Corporation and the
Guarantor shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee, the Corporation and the Guarantor, to
any such supplemental indenture may be prepared and executed by the Corporation
(with Guarantees executed by the Guarantor endorsed thereon) and authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such
series.

                                      -54-
<PAGE>

                                   ARTICLE X.

                                   COVENANTS

     Section 1001.     Payment of Principal, Premium and Interest.
                       ------------------------------------------

     The Corporation covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

     Section 1002.     Maintenance of Office or Agency.
                       -------------------------------

     The Corporation and the Guarantor will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Corporation or the Guarantor in respect of the Securities
of that series and this Indenture may be served. The Corporation and the
Guarantor will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the
Corporation or the Guarantor shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Corporation and the Guarantor
hereby appoint the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     The Corporation or the Guarantor may also from time to time designate one
or more other offices or agencies where the Securities of one or more series may
be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Corporation or the Guarantor of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Corporation and the Guarantor
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     Unless otherwise provided in or pursuant to Section 301 of this Indenture,
the Corporation and the Guarantor hereby designate as a Place of Payment for
each series of Securities the Borough of Manhattan, The City of New York, and
initially appoint the office of U.S. Bank Trust National Association in the
Borough of Manhattan, The City of New York, as its office or agency in that
Place of Payment for such purpose.

     Section 1003.     Money for Securities Payments to Be Held in Trust.
                       -------------------------------------------------

     If the Corporation shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

                                      -55-
<PAGE>

     Whenever the Corporation shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Corporation will promptly notify the Trustee of its action or
failure so to act.

     The Corporation will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Corporation (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

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

     Section 1004. Corporate Existence.
                   -------------------

     Subject to Article VIII, each of the Corporation and the Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect their corporate existence, rights (charter and statutory) and franchises.

                                      -56-
<PAGE>

     Section 1005.     Statement by Officers as to Default.
                       -----------------------------------

     Each of the Corporation and the Guarantor will deliver to the Trustee, on
or before October 15 of each calendar year or on or before such other day in
each calendar year as the Corporation, the Guarantor and the Trustee may from
time to time agree upon, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Corporation or the Guarantor, as the
case may be, is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Corporation or
the Guarantor shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.

     Section 1006.     Waiver of Certain Covenants.
                       ---------------------------

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Corporation may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or
condition set forth in any covenant provided pursuant to Section 301(19) or
901(2) for the benefit of the Holders of such series if before the time for such
compliance the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Corporation and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                  ARTICLE XI.
                           REDEMPTION OF SECURITIES

     Section 1101.     Applicability of Article.
                       ------------------------

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

     Section 1102.     Election to Redeem; Notice to Trustee.
                       -------------------------------------

     The election of the Corporation to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Corporation, the Corporation shall, at least 45 days prior to the Redemption
Date fixed by the Corporation (unless a shorter notice shall be satisfactory to
the Trustee in its sole and absolute discretion), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (A) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (B) pursuant to an election of the Corporation
which is subject to a condition specified in the terms of such Securities or
elsewhere in this Indenture, the Corporation and the Guarantor shall each
furnish the Trustee with an

                                      -57-
<PAGE>

Officers' Certificate evidencing compliance with any such restriction or
condition applicable to it.

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

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot and which may provide for the
selection for redemption of a portion of the principal amount of any Security of
such series; provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

     The Trustee shall promptly notify the Corporation in writing of the
Securities selected for redemption as aforesaid and, in the case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

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

     Section 1104.     Notice of Redemption.
                       --------------------

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  if less than all the Outstanding Securities of any series and of
     a specified tenor consisting of more than a single Security are to be
     redeemed, the identification

                                      -58-
<PAGE>

     (and, in the case of partial redemption of any such Securities, the
     principal amounts) of the particular Securities to be redeemed and, if less
     than all the Outstanding Securities of any series and of a specified tenor
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed;

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

          (5)  the place or places where each such Security is to be surrendered
     for payment of the Redemption Price and accrued interest, if any, unless it
     shall have been specified as contemplated by Section 301 with respect to
     such Securities that such surrender shall not be required;

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

          (7)  the CUSIP number of such Securities, if any, or any other numbers
     used by the Depositary to identify such securities; and

          (8)  such other matters as the Corporation shall deem desirable or
     appropriate.

     Notice of redemption of Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's request,
by the Trustee in the name and at the expense of the Corporation. Any such
notice of redemption shall be irrevocable.

     On or prior to any Redemption Date, the Corporation shall deposit, with
respect to the Securities of any series called for redemption pursuant to this
Section 1104, with the Trustee or with a Paying Agent an amount of money in the
applicable currency sufficient to pay the Redemption Price of, and any accrued
interest on, all such Securities or portion thereof which are to be redeemed on
that date.

     Section 1105.     Securities Payable on Redemption Date.
                       -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities or
portions thereof so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Corporation shall default in the payment of the Redemption Price and
accrued interest, if any) such Securities or portions thereof, if interest-
bearing, shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security or portion thereof
shall be paid by the Corporation at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by Section 301 with respect to such Security, and provided further that, unless
otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Dates
according to their terms and the provisions of Section 307.

                                      -59-
<PAGE>

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, if no rate is prescribed therefor in the Security, at the rate of
interest, if any, borne by such Security.

     Section 1106. Securities Redeemed in Part.
                   ---------------------------

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Corporation, the Guarantor or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Corporation, the Guarantor and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Corporation shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or Securities
of the same series and of like tenor (and with a Guarantee executed by the
Guarantor endorsed thereon), of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered with the
Guarantee of the Guarantor endorsed thereon.

                                 ARTICLE XII.

                                 SINKING FUNDS

     Section 1201. Applicability of Article.
                   ------------------------

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

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

     Section 1202. Satisfaction of Sinking Fund Payments with Securities.
                   -----------------------------------------------------

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

                                     -60-
<PAGE>

specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     Section 1203. Redemption of Securities for Sinking Fund.
                   -----------------------------------------

     Not less than 45 days prior to each sinking fund payment date for any
Securities, the Corporation will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Corporation in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1105 and 1106.

                                 ARTICLE XIII.

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 1301. Applicability of Article.
                   ------------------------

     Unless, pursuant to Section 301, provision is made that either or both of
(A) defeasance of any Securities or any series of Securities under Section 1302
and (B) covenant defeasance of any Securities or any series of Securities under
Section 1303 shall not apply to such Securities of a series, then the provisions
of either or both of Sections 1302 and Section 1303, as the case may be,
together with Sections 1304 and 1305, shall be applicable to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article. Unless otherwise specified pursuant to Section 301, defeasance
under Section 1302 and covenant defeasance under Section 1303 may be effected
only with respect to all, and not less than all, the Securities of any series.
To the extent that the Corporation is permitted, pursuant to Section 301, to
defer interest payments, change the time for interest payments, or change the
Stated Maturity of the Securities of any series or any installment of principal
thereof, any such right shall terminate upon defeasance or covenant defeasance
of the Securities of that series as described below or upon satisfaction and
discharge with respect to the Securities of that series pursuant to Section 401.

     Section 1302. Defeasance and Discharge.
                   ------------------------

     On and after the date the conditions set forth in Section 1304 are
satisfied, the Corporation and the Guarantor may cause themselves to be
discharged from their obligations with respect to any Securities or any series
of Securities and the Guarantees endorsed thereon (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Corporation and
the Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all their
other obligations under such Securities


                                     -61-
<PAGE>

and the Guarantees endorsed thereon and this Indenture insofar as such
Securities and the Guarantees endorsed thereon are concerned (and the Trustee,
at the expense of the Corporation and the Guarantor, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Corporation's, the Guarantor's and Trustee's obligations with
respect to such Securities and the Guarantees endorsed thereon under Sections
304, 305, 306, 1002, 1003 and 1306 and with respect to the Trustee under Section
607, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and (4) this Article. Subject to compliance with this Article,
Defeasance with respect to any Securities or any series of Securities and the
Guarantees endorsed thereon by the Corporation and the Guarantor is permitted
under this Section 1302 notwithstanding the prior exercise by the Corporation of
its rights under Section 1303 with respect to such Securities. Following a
Defeasance, payment of such Securities may not be accelerated because of an
Event of Default.

     Section 1303. Covenant Defeasance.
                   -------------------

     On and after the date the conditions set forth in Section 1304 are
satisfied, the Corporation and the Guarantor may cause themselves to be released
from their obligations under any covenants provided pursuant to Section 301(19)
or 901(2) with respect to any Securities and the Guarantees endorsed thereon or
any series of Securities for the benefit of the Holders of such Securities and
the occurrence of any event specified in Sections 501(4) (with respect to any
such covenants provided pursuant to Section 301(19), 901(2) or 501(9)) shall be
deemed not to be or result in an Event of Default with respect to such
Securities as provided in this Section (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities and the Guarantees endorsed thereon, the Corporation
and the Guarantor may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any covenants added for the
benefit of the Securities of such series pursuant to any such specified Section
(to the extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby. Following a Covenant Defeasance, payment of the
Securities may not be accelerated by reference to the covenant described in the
description of Covenant Defeasance above.

     Section 1304. Conditions to Defeasance or Covenant Defeasance.
                   -----------------------------------------------

     The following shall be the conditions to the application of Section 1302 or
Section 1303 to any Securities or any series of Securities, as the case may be,
and the Guarantees endorsed thereon:

          (1)  The Corporation or the Guarantor shall irrevocably have deposited
     or caused to be deposited with the Trustee as trust funds in trust for the
     purpose of making the following payments, specifically pledged as security
     for, and dedicated solely to, the benefit of the Holders of such
     Securities, (A) money in U.S. dollars in an amount, or

                                     -62-
<PAGE>

     (B) Government Obligations which through the scheduled payment of principal
     and interest in respect thereof in accordance with their terms will
     provide, not later than one day before the due date of any payment due in
     respect of such Securities, money in an amount, or (C) a combination
     thereof, in each case sufficient, without consideration of any
     reinvestments of such principal and interest, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee to pay and discharge,
     the principal of and any premium and interest on such Securities on the
     respective Stated Maturities or on any Redemption Date established pursuant
     to Clause (3) below, in accordance with the terms of this Indenture and
     such Securities, and any mandatory sinking fund payments or analogous
     payments applicable to such Securities when such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities. As used herein, "Government Obligation" means (x) any security
     which is (i) a direct obligation of the United States of America or the
     government which issued the foreign currency in which such Securities are
     payable, for the payment of which its full faith and credit is pledged or
     (ii) an obligation of a Person controlled or supervised by and acting as an
     agency or instrumentality of the United States of America or such
     government which issued the foreign currency in which such Securities are
     payable, the timely payment of which is unconditionally guaranteed as a
     full faith and credit obligation by the United States of America or such
     other government, which, in either case (i) or (ii), is not callable or
     redeemable at the option of the issuer thereof, and (y) any depositary
     receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
     Act) as custodian with respect to any Government Obligation which is
     specified in clause (x) above and held by such bank for the account of the
     holder of such depositary receipt, or with respect to any specific payment
     of principal of or interest on any Government Obligation which is so
     specified and held, 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 depositary receipt from any amount received by the
     custodian in respect of the Government Obligation or the specific payment
     of principal or interest evidenced by such depositary receipt.

          (2)  No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities or any
     Guarantee endorsed thereon shall have occurred and be continuing at the
     time of such deposit or, with regard to any such event specified in
     Sections 501(7) and (8), at any time on or prior to the 90th day after the
     date of such deposit (it being understood that this condition shall not be
     deemed satisfied until after such 90th day).

          (3)  If the monies or Government Obligations or combination thereof
     deposited pursuant to Clause (1) above are sufficient to pay the principal
     of and premium, if any, and interest, if any, on such Securities provided
     such Securities are to be redeemed prior to Stated Maturity (other than
     from mandatory sinking fund payments or analogous payments), notice of such
     redemption shall have been duly given pursuant to this Indenture or
     irrevocable instructions to redeem such Securities on such Redemption Date
     and to provide notice of such redemption to Holders satisfactory to the
     Trustee shall have been made.


                                     -63-
<PAGE>

          (4)  In the case of Defeasance pursuant to Section 1302, the
     Corporation shall have delivered to the Trustee an opinion of independent
     counsel stating that (x) the Corporation has received from, or there has
     been published by, the Internal Revenue Service a ruling, or (y) since the
     date of this Indenture there has been a change in applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     of independent counsel shall confirm that, the Holders of such Outstanding
     Securities will not recognize income, gain or loss for federal income tax
     purposes as a result of such Defeasance and will be subject to federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such Defeasance had not occurred; or, in the
     case of Covenant Defeasance pursuant to Section 1303, the Corporation shall
     have delivered to the Trustee an opinion of independent counsel to the
     effect that the Holders of such Outstanding Securities will not recognize
     income, gain or loss for federal income tax purposes as a result of such
     Covenant Defeasance and will be subject to federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Covenant Defeasance had not occurred.

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

     Section 1305. Deposited Money and Government Obligations to Be Held in
                   --------------------------------------------------------
                   Trust; Miscellaneous Provisions.
                   -------------------------------


     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 1304 in respect of any Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (other than the Corporation acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal and any premium and interest,
but money so held in trust need not be segregated from other funds except to the
extent required by law.

     The Corporation or the Guarantor 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 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Corporation from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.


                                     -64-
<PAGE>

     Section 1306. Reinstatement.
                   -------------

     If the Trustee or any Paying Agent is unable to apply any moneys or
Government Obligations deposited pursuant to Section 401 or 1304 to pay any
principal of or premium, if any, or interest, if any, on the Securities of any
series by reason of any legal proceeding or any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Corporation's and the Guarantor's obligations under this
Indenture and the Securities of such series and the Guarantees endorsed thereon
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee or Paying Agent is permitted to apply all such moneys
and Government Obligations to pay the principal of and premium, if any, and
interest, if any, on the Securities of such series as contemplated by Section
402 or 1305, as the case may be, provided, however, that if either the
Corporation or the Guarantor makes any payment of the principal of or premium,
if any, or interest, if any, on the Securities of such series following the
reinstatement of its obligations as aforesaid, the Corporation, or the
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the funds held by the Trustee or
Paying Agent, but shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until the principal of,
and premium, if any, and interest, if any, on all Securities of that series
shall have been paid in full.

                                 ARTICLE XIV.

                                   GUARANTEE

     Section 1401. Guarantee.
                   ---------

     The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of, and
premium, if any, and interest, if any, on such Security and of any sinking fund
payments thereon, in each case when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption, or otherwise, in accordance with the terms of such Security and
of this Indenture. In case of the failure of the Corporation punctually to make
any such payment of principal, premium, if any, or interest if any, or any such
sinking fund payment, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, the Guarantor hereby agrees to
cause such payment to be made punctually when and as the same shall become due
and payable, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the
Corporation. The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of such Security or this Indenture,
or any failure to enforce any provisions of such Security or this Indenture, or
any waiver, modification or indulgence granted to the Corporation with respect
thereto, by the Holder of such Security or the Trustee or any other circumstance
which may otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor; provided, however, that notwithstanding the foregoing, no
such waiver, modification or indulgence shall, without the consent of the
Guarantor, increase the principal amount of such Security, or increase the
interest rate thereon, or change any redemption provisions thereof (including
any change to increase any premium



                                     -65-
<PAGE>

payable upon redemption thereof), or change the Stated Maturity thereof, or
change the amount of principal of such Security that would be due and payable
upon a declaration of acceleration pursuant to Article V of this Indenture.

     The Guarantor hereby waives the benefits of diligence, presentment, demand
for payment or performance, any requirement that the Trustee or any of the
Holders exhaust any right or take any action against the Corporation or any
other Person, filing of claims with a court in the event of insolvency or
bankruptcy of the Corporation, any right to require a proceeding first against
the Corporation, protest or notice with respect to any Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged in respect of any Security except by
complete performance of the obligations contained in this Indenture, such
Security and in this Guarantee. This Guarantee shall constitute a guaranty of
payment and not of collection. The Guarantor hereby agrees that, in the event of
a default in payment of principal, or premium, if any, or interest, if any, on
any Security, whether at its Stated Maturity, by declaration of acceleration,
call for redemption, or otherwise, legal proceedings may be instituted by the
Trustee on behalf of, or by, the Holder of such Security, subject to the terms
and conditions set forth in this Indenture, directly against the Guarantor to
enforce this Guarantee without first proceeding against the Corporation.

     The obligations of the Guarantor hereunder with respect to any Security
shall be continuing and irrevocable until the date upon which the entire
principal of, premium, if any, and interest on such Security has been, or has
been deemed pursuant to the provisions of Article IV of this Indenture to have
been, paid in full or otherwise discharged, but subject to reinstatement of such
obligations on the terms and conditions set forth in Section 1306.

     The Guarantor shall be subrogated to all rights of the Holders of the
Securities upon which its Guarantee is endorsed against the Corporation in
respect of any amounts paid by the Guarantor on account of such Securities
pursuant to the provisions of its Guarantee or this Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the
principal of, and premium, if any, and interest, if any, on all Securities
issued hereunder shall have been paid in full.

     This Guarantee shall remain in full force and effect and continue
notwithstanding any petition filed by or against the Corporation for liquidation
or reorganization, the Corporation becoming insolvent or making an assignment
for the benefit of creditors or a receiver or trustee being appointed for all or
any significant part of the Corporation's assets, and shall, to the fullest
extent permitted by law, continue to be effective or reinstated, as the case may
be, if at any time payment of any Security, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
Holder of such Security, whether as a "voidable preference," "fraudulent
transfer," or otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned on a Security, such Security shall, to the fullest extent
permitted by law, be reinstated and deemed paid only by such amount paid and not
so rescinded, reduced, restored or returned.


                                     -66-
<PAGE>

     Section 1402. Execution and Delivery of Guarantees.
                   ------------------------------------

     The Guarantee to be endorsed on the Securities of each series shall include
or incorporate by reference the terms of the Guarantee set forth in Section 1401
and any other terms that may be set forth as established pursuant to Section
301. The Guarantor hereby agrees to execute its Guarantee, in a form set forth
in or established pursuant to Section 201, to be endorsed on each Security
authenticated and delivered by the Trustee.

     The Guarantee shall be executed on behalf of the Guarantor by its Chairman
of the Board, its Vice Chairman of the Board, its President or its Vice
President, under its corporate seal reproduced thereon attested by its Secretary
or one of its Assistant Secretaries or by its Treasurer or one of its Assistance
Treasurers. The signature of any such officer on the Guarantee may be manual or
facsimile.

     A Guarantee bearing the manual or facsimile signature of an individual who
was at any time a proper officer of the Guarantor shall bind the Guarantor,
notwithstanding that any such individual has ceased to hold such office prior to
the authentication and delivery of such Guarantee or did not hold such office at
the date of such Guarantee.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantee set forth in Section 1401 shall remain in full force and effect
notwithstanding any failure to endorse a Guarantee on any Security. The
Guarantor by its execution of this Indenture hereby authorizes the Corporation,
in the name and on behalf of the Guarantor, to confirm the applicable Guarantee
to the Holder of each Security authenticated and delivered hereunder by the
Corporation's execution and delivery of each such Security, with such Guarantee
endorsed thereon, authenticated and delivered by the Trustee.



                                  ARTICLE XV.

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS


     Section 1501. Indenture and Securities Solely Corporate Obligations.
                   -----------------------------------------------------

     No recourse for the payment of the principal of or any premium or interest
on any Security or any Guarantees of any part thereof, for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Corporation or the Guarantor in this
Indenture or in any supplemental indenture, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Corporation or the Guarantor or of any successor corporation to
either of them, either directly or through the Corporation or the Guarantor or
any successor corporation to either of them, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or


                                     -67-
<PAGE>

penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities and the
Guarantees endorsed thereon.

                                    * * * *



                                     -68-
<PAGE>

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

     In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed and attested, each as of the day and year first above written.


                                       PACIFIC ENTERPRISES


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

Attest:

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




                                       SEMPRA ENERGY


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

Attest:


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


                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       as Trustee


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






                                                                Senior Indenture