TEXAS-NEW MEXICO POWER COMPANY

                                       and



                            CHASE BANK OF TEXAS, N.A.
                                   as Trustee









                                    INDENTURE

                                   Dated as of

                                 January 1, 1999



                      Providing for Issuance of Securities










<PAGE>

TEXAS-NEW MEXICO POWER COMPANY

      Reconciliation and tie between the Trust Indenture Act and Indenture,
                           dated as of January 1, 1999
Trust Indenture                                                       Indenture
  Act Section                                                           Section

Sec. 310(a)(1)...............................................               6.9
        (a)(2)...............................................               6.9
        (a)(3)...............................................    Not Applicable
        (a)(4)...............................................    Not Applicable
        (a)(5)...............................................               6.9
        (b)..................................................         6.8, 6.10
        (c)..................................................    Not Applicable
Sec. 311 ....................................................              6.13
Sec. 312(a)..................................................               7.1
        (b)..................................................            7.2(a)
        (c)..................................................            7.2(c)
Sec. 313(a)..................................................            7.3(a)
        (b)..................................................            7.3(b)
        (c)..................................................            7.3(a)
        (d)..................................................            7.3(c)
Sec. 314(a)(1)(2)(3).........................................               7.4
        (a)(4)...............................................              10.4
        (b)..................................................    Not Applicable
        (c)(1)...............................................               1.2
        (c)(2)...............................................               1.2
        (c)(3)...............................................    Not Applicable
        (d)..................................................    Not Applicable
        (e)..................................................               1.2
Sec. 315(a)..................................................    6.1(a), 6.1(c)
        (b)..................................................               6.2
        (c)..................................................            6.1(b)
        (d)..................................................            6.1(c)
        (d)(1)...............................................            6.1(a)
        (d)(2)...............................................         6.1(c)(2)
        (d)(3)...............................................         6.1(c)(3)
        (e)..................................................              5.14
Sec. 316(a)..................................................               1.1
        (a)(1)(A)............................................        5.12, 5.14
        (a)(1)(B)............................................              5.13
        (a)(2)...............................................    Not Applicable
        (b)..................................................               5.8
        (c)..................................................            1.4(d)
Sec. 317(a)(1)...............................................               5.3
        (a)(2)...............................................               5.4
        (b)..................................................              10.3
Sec. 318(a)..................................................               1.7
----------
Note: This  reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1 Definitions and Other Provisions of General Application.............1
Section 1.1  Definitions......................................................1
                  "Act"    2
                  "Affiliate"       2
                  "Attributable Value"      2
                  "Authenticating Agent"    2
                  "Board of Directors"      2
                  "Board Resolution"        2
                  "Business Day"    2
                  "Commission"      2
                  "Company"         3
                  "Company Request" and "Company Order"       3
                  "Consolidated Capitalization"      3
                  "Corporate Trust Office"  3
                  "Corporation"     3
                  "Covenant Defeasance"     3
                  "Defaulted Interest"      3
                  "Defeasance"      3
                  "Depositary"      3
                  "Event of Default"        3
                  "Exchange Act"    3
                  "Federal Bankruptcy Act"  3
                  "Funded Indebtedness"     4
                  "Global Security" 4
                  "Holder" 4
                  "Indebtedness"    4
                  "Indenture"       4
                  "Independent"     5
                  "Interest"        5
                  "Interest Payment Date"   5
                  "Investment Company Act"  5
                  "Lien"   5
                  "Maturity"        5
                  "Net Tangible Assets"     5
                  "Notice of Default"       5
                  "Officer"         5
                  "Officers' Certificate"   5
                  "Opinion of Counsel"      6
                  "Original Issue Discount Security" 6
                  "Outstanding"     6
                  "Paying Agent"    7
                  "Periodic Offering"       7
                  "Person" 7
                  "Place of Payment"        7
                  "Predecessor Securities"  7
                  "Redemption Date" 7
                  "Redemption Price"        7
                  "Regular Record Date"     8
                  "Repayment Date"  8
                  "Repayment Price" 8
                  "Responsible Officer"     8
                  "Sale and Leaseback Transaction"   8
                  "Securities Act"  8
                  "Security"        8
                  "Security Register"       8
                  "Security Registrar"      8
                  "Special Record Date"     8
                  "Stated Maturity" 9
                  "Subsidiary"      9
                  "Trust Indenture Act"     9
                  "Trustee"         9
                  "U.S. Government Obligations"      9
                  "Vice President"  9
         Section 1.2  Compliance Certificates and Opinions.....................9
         Section 1.3  Form of Documents Delivered to Trustee..................10
         Section 1.4  Acts of Holders.........................................10
         Section 1.5  Notices, etc., to Trustee and Company...................11
         Section 1.6  Notices to Holders; Waiver..............................12
         Section 1.7  Conflict with Trust Indenture Act.......................12
         Section 1.8  Effect of Headings and Table of Contents................12
         Section 1.9  Successors and Assigns..................................12
         Section 1.10  Separability Clause....................................12
         Section 1.11  Benefits of Indenture..................................13
         Section 1.12  Governing Law..........................................13
         Section 1.13  Legal Holidays.........................................13
         Section 1.14  Counterparts...........................................13
         Section 1.15  No Recourse Against Others.............................13

         ARTICLE 2 Security Forms.............................................13
         Section 2.1  Forms Generally.........................................13
         Section 2.2  Forms of Securities.....................................14
         Section 2.3  Form of Trustee's Certificate of Authentication.........14
         Section 2.4  Securities Issuable in the Form of a Global Security....14

         ARTICLE 3 The Securities.............................................16
         Section 3.1  General Title; General Limitations; Issuable in
                 Series; Terms of Particular Series...........................16
         Section 3.2  Denominations...........................................18
         Section 3.3  Execution, Authentication, Delivery and Dating..........18
         Section 3.4  Temporary Securities....................................21
         Section 3.5  Registration, Transfer and Exchange.....................21
         Section 3.6  Mutilated, Destroyed, Lost and Stolen Securities........22
         Section 3.7  Payment of Interest; Interest Rights Preserved..........23
         Section 3.8  Persons Deemed Owners...................................24
         Section 3.9  Cancellation............................................24
         Section 3.10  Computation of Interest................................25
         Section 3.11  Periodic Offering of Securities........................25
         Section 3.12  CUSIP Numbers..........................................25

         ARTICLE 4 Satisfaction and Discharge.................................25
         Section 4.1  Satisfaction and Discharge of Indenture.................25
         Section 4.2  Application of Trust Money..............................27

         ARTICLE 5 Remedies...................................................27
         Section 5.1  Events of Default.......................................27
         Section 5.2  Acceleration of Maturity; Rescission and Annulment......28
         Section 5.3  Collection of Indebtedness and Suits for Enforcement
                 by Trustee...................................................29
         Section 5.4  Trustee May File Proofs of Claim........................30
         Section 5.5  Trustee May Enforce Claims Without Possession
                 of Securities................................................30
         Section 5.6  Application of Money Collected..........................31
         Section 5.7  Limitation on Suits.....................................31
         Section 5.8  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.........................................31
         Section 5.9  Restoration of Rights and Remedies......................32
         Section 5.10  Rights and Remedies Cumulative.........................32
         Section 5.11  Delay or Omission Not Waiver...........................32
         Section 5.12  Control by Holders.....................................32
         Section 5.13  Waiver of Defaults.....................................32
         Section 5.14  Undertaking for Costs..................................33
         Section 5.15  Waiver of Stay or Extension Laws.......................33

         ARTICLE 6 The Trustee................................................33
         Section 6.1  Certain Duties and Responsibilities.....................33
         Section 6.2  Notice of Defaults......................................34
         Section 6.3  Certain Rights of Trustee...............................35
         Section 6.4  Not Responsible for Recitals or Issuance of Securities..36
         Section 6.5  May Hold Securities.....................................36
         Section 6.6  Money Held in Trust.....................................36
         Section 6.7  Compensation and Reimbursement..........................36
         Section 6.8  Disqualification; Conflicting Interests.................37
         Section 6.9  Corporate Trustee Required; Eligibility.................37
         Section 6.10  Resignation and Removal; Appointment of Successor......37
         Section 6.11  Acceptance of Appointment by Successor.................39
         Section 6.12  Merger, Conversion, Consolidation or Successor
                 to Business..................................................40
         Section 6.13  Preferential Collection of Claims Against Company......40
         Section 6.14  Appointment of Authenticating Agent....................43
         Section 6.15 No Conflict.............................................44

         ARTICLE 7 Holders' Lists and Reports byTrustee and Company...........46
         Section 7.1  Company to Furnish Trustee Names and Addresses of
                 Holders......................................................46
         Section 7.2  Preservation of Information; Communications to
                 Holders......................................................46
         Section 7.3  Reports by Trustee......................................47
         Section 7.4  Reports by Company......................................48
         Section 7.5  Statement by Officers as to Default.....................49

         ARTICLE 8 Consolidation, Merger, Conveyance, Transfer or Lease.......49
         Section 8.1  Company May Consolidate, etc. Only on Certain Terms.....49
         Section 8.2  Successor Corporation Substituted.......................50

         ARTICLE 9 Supplemental Indentures....................................50
         Section 9.1  Supplemental Indenture Without Consent of Holders.......50
         Section 9.2  Supplemental Indentures With Consent of Holders.........51
         Section 9.3  Execution of Supplemental Indentures....................52
         Section 9.4  Effect of Supplemental Indentures.......................52
         Section 9.5  Conformity with Trust Indenture Act.....................52
         Section 9.6  Reference in Securities to Supplemental Indentures......53

         ARTICLE 10 Covenants.................................................53
         Section 10.1  Payment of Principal, Premium and Interest.............53
         Section 10.2  Maintenance of Office or Agency........................53
         Section 10.3  Money for Security Payments to Be Held in Trust........53
         Section 10.4  Statement as to Compliance.............................55
         Section 10.5  Corporate Existence....................................55
         Section 10.6  Maintenance of Properties..............................55
         Section 10.7  Maintenance of Insurance...............................55
         Section 10.8  Waiver of Certain Covenants............................55
         Section 10.9  Further Assurances.....................................56
         Section 10.10  Restrictions on Liens.................................56
         Section 10.11  Restrictions on Sale and Leaseback Transactions.......58
         Section 10.12 Compliance with Laws...................................58
         Section 10.13 Payment of Taxes and Claims............................59

         ARTICLE 11 Redemption of Securities..................................59
         Section 11.1  Applicability of Article...............................59
         Section 11.2  Election to Redeem; Notice to Trustee..................59
         Section 11.3  Selection by Trustee of Securities to Be Redeemed......59
         Section 11.4  Notice of Redemption...................................60
         Section 11.5  Deposit of Redemption Price............................60
         Section 11.6  Securities Payable on Redemption Date..................61
         Section 11.7  Securities Redeemed in Part............................61

         ARTICLE 12 Sinking Funds.............................................61
         Section 12.1  Applicability of Article...............................61
         Section 12.2  Satisfaction of Sinking Fund Payments with Securities..61
         Section 12.3  Redemption of Securities for Sinking Fund..............62

         ARTICLE 13Defeasance and Covenant Defeasance ........................62
         Section 13.1  Company's Right with Respect to Defeasance or Covenant
                 Defeasance...................................................62
         Section 13.2  Defeasance and Discharge...............................62
         Section 13.3  Covenant Defeasance....................................63
         Section 13.4  Conditions to Defeasance or Covenant Defeasance........63
         Section 13.5  Deposited Money and U.S. Government Obligations to Be
                 Held in Trust; Miscellaneous Provisions......................65
         Section 13.6  Reinstatement..........................................65



<PAGE>


                  INDENTURE  dated as of  January  1,  1999  (the  "Indenture"),
between  TEXAS-NEW  MEXICO POWER  COMPANY,  a  corporation  duly  organized  and
existing  under  the  laws  of  the  State  of  Texas  (hereinafter  called  the
"Company"),  having its principal place of business at 4100 International Plaza,
Fort  Worth,  Texas  76113 and CHASE BANK OF TEXAS,  N.A.,  a  national  banking
association,  duly organized and existing under the laws of the United States of
America, as trustee hereunder (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly  authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its  debentures,
notes,   bonds  or  other   evidences  of   indebtedness   (herein   called  the
"Securities"),  to be issued in one or more fully  registered  series as in this
Indenture provided.

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

                            AGREEMENTS OF THE PARTIES

                  To set forth or to provide for the  establishment of the terms
and conditions  upon which the Securities  are to be  authenticated,  issued and
delivered,  and in  consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate  benefit of all Holders of the Securities or of a series
thereof, as the case may be:

                                    ARTICLE 1

                        Definitions and Other Provisions
                             of General Application



                  Section 1.1  Definitions.

For all purposes of this  Indenture  and of any indenture  supplemental  hereto,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

                  (c) all accounting terms not otherwise defined herein have the
meanings  assigned to them in accordance with United States  generally  accepted
accounting  principles,  and, except as otherwise herein expressly provided, the
term "generally accepted accounting  principles" with respect to any computation
required  or  permitted  hereunder  shall  mean such  United  States  accounting
principles as are generally accepted at the date of such computation;

                  (d)  all   references  in  this   instrument  to  designated
"Articles,"  "Sections" and other  subdivisions are to the designated  Articles,
Sections and other subdivisions of this instrument. 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; and

                  (e)  "including" and words of similar import shall be deemed 
to be followed by "without limitation."

                  "Act",  when used with respect to any Holder,  has the meaning
specified in Section 1.4.

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

                  "Attributable  Value"  in  respect  of any Sale and  Leaseback
Transaction  means, as of the time of determination,  the lesser of (i) the sale
price of the Property so leased  multiplied by a fraction the numerator of which
is the remaining portion of the base term of the lease included in such Sale and
Leaseback  Transaction  and the  denominator  of which is the base  term of such
lease, and (ii) the total obligation (discounted to present value at the rate of
interest specified by the terms of such lease) of the lessee for rental payments
(other than amounts  required to be paid on account of property taxes as well as
maintenance,  repairs,  insurance,  water  rates  and other  items  which do not
constitute  payments for property  rights)  during the remaining  portion of the
base term of the lease included in such Sale and Leaseback Transaction.

                  "Authenticating  Agent"  means any  Person  authorized  by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series under Section 6.14.

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

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

                  "Business  Day" means  each day which is  neither a  Saturday,
Sunday or other day on which  banking  institutions  in the  pertinent  Place or
Places of Payment are  authorized  or required by law or  executive  order to be
closed.

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

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

                  "Company  Request" and "Company Order" mean,  respectively,  a
written  request  or order  signed in the name of the  Company by any two of the
following:  its Chairman of the Board, its Vice Chairman of the Board, President
or a  Vice  President,  its  Treasurer,  Assistant  Treasurer,  its  Controller,
Assistant  Controller,  its  Secretary or  Assistant  Secretary,  its  principal
financial  officer,  its  principal  accounting  officer  or any other  officer,
employee or agent of the  Company  duly  authorized  by a Board  Resolution  and
delivered to the Trustee.

                  "Consolidated    Capitalization"    of   the   Company   means
consolidated  total  assets  less  consolidated   non-interest  bearing  current
liabilities, all as shown by a consolidated balance sheet of the Company and all
Subsidiaries   prepared  in  accordance  with  generally   accepted   accounting
principles at the date of such balance sheet.

                  "Corporate  Trust Office"  means the  principal  office of the
Trustee in Dallas,  Texas at which at any  particular  time its corporate  trust
business  shall be  administered,  which office at the date hereof is located at
2200 Ross Avenue, 5th Floor,  Dallas,  Texas 75201,  except that with respect to
presentation  of  Securities  for  payment or for  registration  of  transfer or
exchange,  such term shall mean the office or agency of the  Trustee at which at
any particular time its corporate  agency business shall be conducted;  and such
other officer as the Trustee may designate from time to time.

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

                  "Covenant Defeasance" has the  meaning  specified  in  Section
13.3.

                  "Defaulted Interest" has the meaning specified in Section 3.7.

                  "Defeasance" has the meaning specified in Section 13.2.

                  "Depositary"  means, unless otherwise specified by the Company
pursuant to either Section 2.4 or Section 3.1, with respect to Securities of any
series issuable or issued as a Global  Security,  The Depository  Trust Company,
New York,  New York, or any successor  thereto  registered as a clearing  agency
under the Exchange Act or other applicable statute or regulation.

                  "Event of Default" has the meaning specified in Section 5.1.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.
                  "Federal  Bankruptcy Act" has the meaning specified in Section
6.13.

                  "Funded Indebtedness" means notes, bonds,  debentures or other
similar  evidences of Indebtedness for money borrowed which by its terms matures
at or is  extendible  or  renewable  at the option of the obligor to a date more
than 12 months after the date of the creation of such Indebtedness.

                  "Global  Security"  means,  with  respect  to  any  series  of
Securities  issued  hereunder,  a Security  which is executed by the Company and
authenticated  and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and an indenture
supplemental  hereto,  if any,  or Board  Resolution  and  pursuant to a Company
Request,  which shall be registered in the name of the Depositary or its nominee
and which shall  represent,  and shall be  denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding  Securities of such series
or any portion thereof, in either case having the same terms, including the same
original issue date,  date or dates on which principal is due, and interest rate
or method of determining interest.

                  "Holder",  when used with respect to any  Security,  means the
Person in whose name such Security is registered in the Security Register.

                  "Indebtedness"  means,  with  respect to any  Person  (without
duplication),  (a) any liability of such Person (1) for borrowed  money or under
any reimbursement  obligation relating to a letter of credit,  financial bond or
similar  instrument or agreement,  (2) evidenced by a bond,  note,  debenture or
similar instrument or agreement (including a purchase money obligation) given in
connection  with the  acquisition  of any business,  properties or assets of any
kind (other than a trade payable or a current  liability arising in the ordinary
course of business or a  performance  bond or similar  obligation),  (3) for the
payment of money relating to any obligations  under any capital lease of real or
personal  property  or (4) for  purposes of  Sections  10.6 and 10.7,  under any
agreement  or  instrument  in  respect of an  interest  rate or  currency  swap,
exchange or hedging transaction or other financial derivatives transaction;  (b)
any liability of others  described in the  preceding  clause (a) that the Person
has guaranteed or that is otherwise its legal liability;  and (c) any amendment,
supplement,  modification,  deferral,  renewal,  extension  or  refunding of any
liability of the types referred to in clauses (a) and (b) above. For the purpose
of determining  any particular  amount of  Indebtedness  under this  definition,
guarantees  of (or  obligations  with  respect to letters of credit or financial
bonds supporting)  Indebtedness  otherwise included in the determination of such
amount shall not be included.

                  "Indenture"  or "this  Indenture"  means  this  instrument  as
originally executed or as it may from time to time be supplemented or amended by
one  or  more  indentures  supplemental  hereto  entered  into  pursuant  to the
applicable provisions hereof and shall include the terms of particular series of
Securities  established as contemplated by Section 3.1; provided,  however, that
if at any time more than one Person is acting as Trustee  under this  instrument
due to the  appointment  of one or more  separate  Trustees  for any one or more
separate series of Securities pursuant to Section 6.10,  "Indenture" shall mean,
with respect to such series of Securities  for which any such Person is Trustee,
this  instrument  as  originally  executed  or as it may  from  time  to time be
supplemented  or amended by one or more indentures  supplemental  hereto entered
into pursuant to the applicable provisions hereof and including the terms of the
particular series of Securities for which such Person is Trustee  established as
contemplated  by Section 3.1,  exclusive,  however,  of any  provisions or terms
which relate solely to other series of  Securities  for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of  any  provisions  or  terms  adopted  by  means  of one  or  more  indentures
supplemental  hereto  executed and  delivered  after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

                  "Independent", when used with respect to any specified Person,
means such a Person who (1) is in fact independent, (2) does not have any direct
financial interest or any material indirect financial interest in the Company or
in any other  obligor upon the  Securities or in any Affiliate of the Company or
of such other  obligor,  and (3) is not at the relevant time  connected with the
Company or such other  obligor or any  Affiliate of the Company or of such other
obligor,  as an officer,  employee,  promoter,  underwriter,  trustee,  partner,
director or person performing similar functions.  Whenever it is herein provided
that any Independent  Person's opinion or certificate  shall be furnished to the
Trustee,  such Person shall be appointed by a Company Order, and such opinion or
certificate  shall state that the signer has read this  definition  and that the
signer is Independent within the meaning hereof.

                  "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 series
of Securities, means the Stated Maturity of any installment of interest on those
Securities.

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

                  "Lien" means,  with respect to any  Property,  any mortgage or
deed of trust,  pledge,  hypothecation,  assignment,  security  interest,  lien,
encumbrance,  or other security  arrangement of any kind or nature whatsoever on
or with respect to such Property  (including any conditional sale or other title
retention agreement having  substantially the same economic effect as any of the
foregoing).

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

                  "Net  Tangible  Assets" means the amount shown as total assets
on the  consolidated  balance sheet of the Company  prepared in accordance  with
generally accepted accounting principles on the date of such balance sheet, less
the following:  (i) intangible assets including,  but without  limitation,  such
items as goodwill, trademarks, tradenames, patents and unamortized debt discount
and  expense  and other  regulatory  assets  carried as an asset on the  balance
sheet;  and  (ii)  appropriate  adjustments,  if any,  on  account  of  minority
interests.

                  "Notice  of  Default"  means  a  written  notice  of the  kind
specified in Section 5.1(d).

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

                  "Officers'  Certificate" means a certificate signed by any two
of the following: the Chairman of the Board, the Vice Chairman of the Board, the
President  or a Vice  President,  the  Treasurer,  an Assistant  Treasurer,  the
Controller, an Assistant Controller,  the Secretary or an Assistant Secretary of
the Company,  its principal financial officer,  its principal accounting officer
or any other  officer,  employee or agent of the Company  duly  authorized  by a
Board Resolution, and delivered to the Trustee. Wherever this Indenture requires
that an Officers'  Certificate be signed also by an engineer or an accountant or
other expert,  such  engineer,  accountant or other expert  (except as otherwise
expressly provided in this Indenture) may be in the employ of the Company.

                  "Opinion of Counsel" means a written  opinion of counsel,  who
may (except as otherwise expressly provided in this Indenture) be an employee of
or counsel to the Company.  Such  counsel  shall be  acceptable  to the Trustee,
whose acceptance shall not be unreasonably withheld.

                  "Original  Issue Discount  Security" means any Security deemed
an  Original  Issue  Discount  Security  for United  States  federal  income tax
purposes.

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

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

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

                  (c)  Securities  as to  which  Defeasance  has  been  effected
pursuant to Section 13.2; and

                  (d) such  Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,  or
which shall have been paid  pursuant  to the terms of Section  3.6 (except  with
respect to any such  Security as to which proof  satisfactory  to the Trustee is
presented that such Security is held by a Person in whose hands such Security is
a legal, valid and binding obligation of the Company).

In  determining  whether the Holders of the requisite  principal  amount of such
Securities   Outstanding  have  given,  made  or  taken  any  request,   demand,
authorization,  direction,  notice,  consent or waiver 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  5.2,  (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 3.1, (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  3.1,  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 Company or any other  obligor upon the  Securities  or any  Affiliate of the
Company  or of such  other  obligor  shall be  disregarded  and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action, only Securities which a Responsible Officer of
the Trustee  actually knows to be owned by the Company or any other obligor upon
the  Securities  or any  Affiliate of the Company or such other obligor upon the
Securities  or any  Affiliate of the Company or such other  obligor  shall be so
disregarded.  Securities  so owned which have been  pledged in good faith may be
regarded as  Outstanding  if the pledgee  certifies to the Trustee the pledgee's
right to act as owner with  respect to such  Securities  and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

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

                  "Permitted  Encumbrances" has the meaning specified in Section
10.10.
                  "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),  if any, thereon,  the Stated Maturity or Maturities
thereof and the redemption  provisions,  if any, with respect thereto, are to be
determined by the Company or its agents upon the issuance of such Securities.

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

                  "Place  of  Payment"  means,  with  respect  to any  series of
Securities  issued  hereunder,  the city or political  subdivision  in which the
Paying  Agent is  located  and so  designated  with  respect  to the  series  of
Securities in question in accordance  with the  provisions of Section 3.1, which
if not so designated shall be The City of New York.

                  "Predecessor  Securities"  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 3.6 in exchange for or in
lieu of a lost,  mutilated,  destroyed  or  stolen  Security  shall be deemed to
evidence the same debt as the lost, mutilated, destroyed or stolen Security.

                  "Property"  of any  Person  shall mean all such  Person's  (i)
property and assets and (ii) rights to and interests in all property and assets.

                  "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  specified  in such  Security or pursuant to this
Indenture at which it is to be redeemed  pursuant to this  Indenture  or, if not
specified, at 100% of the outstanding principal amount thereof.

                  "Regular  Record  Date"  for  the  interest   payable  on  the
Securities of any series on any Interest  Payment Date means the date  specified
in such  Securities  of any series or pursuant to this  Indenture as the Regular
Record Date, irrespective of whether such date is a Business Day.

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

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

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

                  "Sale and Leaseback  Transaction" has the meaning specified in
Section 10.11.
                  "Securities Act" means the Securities Act of 1933, as amended.

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

                  "Security  Register"  shall  have  the  meaning  specified  in
Section 3.5.
                  "Security  Registrar"  means the Person who keeps the Security
Register specified in Section 3.5.

                  "Special  Record  Date"  for  the  payment  of  any  Defaulted
Interest (as defined in Section 3.7) means a date fixed by the Trustee  pursuant
to Section 3.7.

                  "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 fixed date on which the  principal  of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means any corporation or other business entity of
which the Company owns or controls (either directly or through one or more other
Subsidiaries)  more than 50% of the  issued  share  capital  or other  ownership
interests,  in each  case  having  ordinary  voting  power to  elect or  appoint
directors,  managers or trustees of such  corporation or other  business  entity
(whether or not capital stock or other ownership interests or any other class or
classes   shall  or  might  have  voting  power  upon  the   occurrence  of  any
contingency).

                  "Trust  Indenture Act" means the Trust  Indenture Act of 1939,
as amended,  as in force at the date as of which this  Indenture  was  executed;
provided,  however,  that in the event that such Act is amended after such date,
"Trust Indenture Act" means the Trust Indenture Act of 1939, as 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 and include each Person who is then a Trustee hereunder. If
at any time there is more than one such  Person,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.

                  "U.S.  Government  Obligations"  means securities that are (1)
direct  obligations of the United States of America for the payment of which its
full faith and credit is pledged or (2)  obligations  of a Person  controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit  obligation by the United States of America,  which,  in either case, are
not  callable  or  redeemable  at the option of the issuer  thereof or any other
Person, and shall also include a depository receipt issued by a bank (as defined
in Section  3(a)(2) of the  Securities  Act),  as custodian  with respect to any
obligation  or a  specific  payment  of  principal  of or  interest  on any such
obligation  held by  such  custodian  for  the  account  of the  holder  of such
depository receipt,  provided that (except as required by law) such custodian is
not  authorized to make any deduction  from the amount  payable to the holder of
such depository  receipt from any amount received by the custodian in respect of
the  obligation  or the  specific  payment of  principal  of or  interest on the
obligation evidenced by such depository receipt.

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

                  Section 1.2  Compliance  Certificates  and Opinions.  Upon any
application  or request by the Company to the  Trustee to take any action  under
any provision of this Indenture, the Company shall furnish to the Trustee (a) an
Officers'  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and (b) an Opinion of Counsel  stating that in the opinion of counsel  providing
such Opinion all such  conditions  precedent,  if any, have been complied  with,
except  that in the case of any such  application  or  request  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or request,  no additional
certificate or opinion need be furnished.
                  Every  certificate or opinion with respect to compliance by or
on behalf of the Company  with a  condition  or  covenant  provided  for in this
Indenture  (except for the  written  statement  required by Section  10.4) 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 officer, the
officer has made such examination or investigation as is necessary to enable the
person to express an  informed  opinion  as to whether or not such  covenant  or
condition has been complied with; and

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

                  Section 1.3 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 the other  matters,  and any such  Person  may  certify or give an
opinion as to such matters in one or several documents.

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

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

                  Section  1.4  Acts  of  Holders.  (a)  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 any series
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such Holders in person or by an agent duly  appointed in
writing;  and, except as herein otherwise expressly provided,  such action shall
become  effective  when such  instrument  or  instruments  are  delivered to the
Trustee,  and,  where it is hereby  expressly  required,  to the  Company.  Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing  appointing any such agent shall be sufficient for any purpose of this
Indenture  and (subject to Section 6.1)  conclusive  in favor of the Trustee and
the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the  execution  by any  Person of any
such  instrument  or writing may be proved by the affidavit of a witness to such
execution or by the certificate of any 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 an officer of a  corporation  or a member of a  partnership,  on
behalf of such  corporation or partnership,  such certificate or affidavit shall
also constitute  sufficient proof of his or her authority.  The fact and date of
the execution of any such instrument or writing,  or the authority of the person
executing  the same,  may also be proved in any other  manner  which the Trustee
deems sufficient.

                  (c)  The  ownership  of  Securities  shall  be  proved  by the
Security Register.
                  (d) If the Company shall solicit from the Holders any request,
demand,  authorization,  direction, notice, consent, waiver or other action, the
Company may, at its option,  by Board  Resolution,  fix in advance a record date
for the  determination  of  Holders  entitled  to  give  such  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other  action,  but the
Company shall have no obligation to do so. If such a record date is fixed,  such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action may be given  before or after the record  date,  but only the  Holders of
record at the close of business on the record date shall be deemed to be Holders
for the purposes of determining  whether Holders of the requisite  proportion of
Securities  Outstanding  have authorized or agreed or consented to such request,
demand,  authorization,  direction, notice, consent, waiver or other action, and
for that purpose the Securities  Outstanding  shall be computed as of the record
date; provided that no such  authorization,  agreement or consent by the Holders
on the record date shall be deemed  effective  unless it shall become  effective
pursuant to the  provisions of this  Indenture not later than 180 days after the
record date.

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

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

                  Section  1.5  Notices,  etc.,  to  Trustee  and  Company.  Any
request,  demand,  authorization,  direction,  notice, consent, waiver or Act of
Holders or other  document  provided or permitted  by this  Indenture to be made
upon, given or furnished to, or filed with,

                  (a) the  Trustee  by any  Holder  or by the  Company  shall be
sufficient  for every purpose  hereunder if made,  given,  furnished or filed in
writing to or with the Trustee at its Corporate  Trust Office,  Attn:  Corporate
Trust Department, with a courtesy copy to the Trustee's counsel (which shall not
constitute  Notice to the Trustee):  McGuire,  Craddock,  Strother & Hale, P.C.,
3550 Lincoln Plaza, Dallas, Texas 75201, Attn: Charles J. McGuire, or

                  (b) the  Company  by the  Trustee  or by any  Holder  shall be
sufficient for every purpose hereunder (except as otherwise  expressly  provided
herein or, in the case of a request for repayment,  as specified in the Security
carrying  the right to  repayment)  if in  writing  and mailed by courier to the
Company  addressed to it at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously  furnished
in writing to the Trustee by the Company or telecopied and confirmed by mail.

                  Section 1.6 Notices to Holders;  Waiver.  Where this Indenture
or any Security  provides for notice to Holders of any event,  such notice shall
be sufficiently  given (unless  otherwise  herein or in such Security  expressly
provided) if in writing and mailed,  first-class postage prepaid, to each Holder
affected by such event,  at its 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
or any Security provides for notice in any manner,  such notice may be waived in
writing by the Person  entitled to receive such notice,  either  before or after
the event,  and such waiver shall be the  equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee,  but such filing shall not be
a condition  precedent to the validity of any action taken in reliance upon such
waiver.

                  In case,  by reason of the  suspension of regular mail service
as a result of a strike, work stoppage or otherwise,  it shall be impractical to
mail  notice of any event to any Holder when such notice is required to be given
pursuant to any provision of this Indenture,  then any method of notification as
shall be  satisfactory  to the Trustee  and the Company  shall be deemed to be a
sufficient giving of such notice.

                  Section  1.7  Conflict  with  Trust   Indenture  Act.  If  any
provision  hereof  limits,  qualifies or conflicts with a provision of the Trust
Indenture Act that is required under the Trust Indenture 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.

                  Section  1.8 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  1.9  Successors   and  Assigns.   All  covenants  and
agreements  in this  Indenture  by the  Company  shall bind its  successors  and
assigns, whether so expressed or not.

                  Section 1.10  Separability  Clause.  In case any  provision in
this Indenture or in the Securities shall be invalid,  illegal or unenforceable,
the validity,  legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 1.11 Benefits of Indenture.  Nothing in this Indenture
or in any Securities,  express or implied,  shall give to any Person, other than
the parties hereto and their successors hereunder, any Authenticating Agent, any
Paying Agent, the Security  Registrar,  and their  successors  hereunder and the
Holders of Securities (or such of them as may be affected thereby),  any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 1.12  GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  Section  1.13  Legal  Holidays.  Except  as may  be  otherwise
specified  with  respect  to any  particular  Securities,  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)  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,
Redemption Date or at the Stated Maturity,  and no interest shall accrue on such
payment for the period from and after such  Interest  Payment  Date,  Redemption
Date or at the Stated Maturity, as the case may be.

                  Section 1.14 Counterparts.  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.

                  Section 1.15 No Recourse Against Others. A director,  officer,
employee or shareholder,  as such, of the Company,  shall not have liability for
any obligations of the Company under the Securities or this Indenture or for any
claim  based  on,  in  respect  of or by  reason  of such  obligations  or their
creation. By accepting a Security,  each Holder shall waive and release all such
liability.  The waiver and release  shall be part of the  consideration  for the
issue of the Securities.

                                    ARTICLE 2

                                 Security Forms

                  Section 2.1 Forms  Generally.  The  Securities  of each series
shall be in  substantially  the forms set  forth in this  Article  2, or in such
other form as shall be established by or pursuant to a Board  Resolution and set
forth in an  Officers'  Certificate  or in one or more  indentures  supplemental
hereto, in each case with such appropriate insertions, omissions,  substitutions
and other  variations  as are required or permitted by this  Indenture,  and may
have such letters,  numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable laws or
regulations or with the rules of any securities exchange or Depositary therefor,
or as may,  consistently  herewith, be determined by the Officers executing such
Securities,  as evidenced by their execution of the  Securities.  Any portion of
the text of any  Security  may be set  forth  on the  reverse  thereof,  with an
appropriate  reference  thereto  on the  face of the  Security.  If the  form of
Securities  of any series is  established  by action  taken  pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the  Secretary  or an Assistant  Secretary  of the Company and  delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.3 for the authentication and delivery of such Securities.

                  The  definitive  Securities  shall  be  printed,  typewritten,
mimeographed,  lithographed  or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner, all as
determined  by the  Officers  of  the  Company  executing  such  Securities,  as
evidenced by their execution of such  Securities,  subject,  with respect to the
Securities of any series, to the rules of any securities  exchange on which such
Securities are listed.

                  Section 2.2 Forms of Securities. Each Security shall be in the
form of Exhibit A hereto or in one of the forms approved from time to time by or
pursuant  to a  Board  Resolution  or  established  in  one or  more  indentures
supplemental  hereto.  Prior to the  delivery  of a Security  to the Trustee for
authentication  in any form approved by or pursuant to a Board  Resolution,  the
Company  shall  deliver to the  Trustee the Board  Resolution  by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached  thereto a true and correct copy of the form of Security which has been
approved  thereby  or, if a Board  Resolution  authorizes  a specific  person or
persons to approve a form of Security,  a certificate  of such person or persons
approving the form of Security attached  thereto.  Any form of Security approved
by or  pursuant  to a  Board  Resolution  must be  acceptable  as to form to the
Trustee,  such  acceptance  to be evidenced by the Trustee's  authentication  of
Securities in that form or a certificate signed by a Responsible  Officer of the
Trustee and delivered to the Company.

                  Section 2.3 Form of Trustee's  Certificate of  Authentication.
The form of Trustee's  Certificate  of  Authentication  for any Security  issued
pursuant to this Indenture shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:                                             [                         ],
                                                    as Trustee

                                                    By:

                                                            Authorized Signatory

                  Section  2.4  Securities  Issuable  in the  Form  of a  Global
Security.  (a) If the Company establishes  pursuant to Sections 2.2 and 3.1 that
the  Securities  of a particular  series are to be issued in whole or in part in
the form of one or more Global  Securities,  then the Company  shall execute and
the Trustee or its agent shall,  in accordance  with Section 3.3 and the Company
Request delivered to the Trustee or its agent thereunder,  authenticate and make
available  for  delivery  such  Global  Security or  Securities  which (i) shall
represent,  and  shall  be  denominated  in an  amount  equal  to the  aggregate
principal amount of, the Outstanding Securities of such series to be represented
by such Global  Security or  Securities  or such portion  thereof as the Company
shall specify in a Company Request,  (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iii) shall be
made  available  for delivery by the Trustee or its agent to the  Depositary  or
pursuant to the  Depositary's  instruction  and (iv) shall bear the legends with
respect to Global Securities substantially to the effect set forth in Exhibit A.

                  (b)  Notwithstanding  any other provisions of this Section 2.4
or of Section 3.5, but subject to the provisions of paragraph (c) below,  unless
the terms of a Global  Security  expressly  permit  such  Global  Security to be
exchanged in whole or in part for individual  Securities,  a Global Security may
be  transferred,  in whole but not in part and in the manner provided in Section
3.5,  only to a nominee  of the  Depositary  for such  Global  Security,  to the
Depositary,  to a  successor  Depositary  for such Global  Security  selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c) (i) If at any time the  Depositary  for a Global  Security
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for such Global Security or if at any time the Depositary for the Securities for
such series ceases to be a clearing agency  registered under the Exchange Act or
other  applicable  statute or regulation,  the Company shall appoint a successor
Depositary with respect to such Global Security.  If a successor  Depositary for
such Global  Security is not  appointed by the Company  within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
will execute,  and the Trustee or its agent,  upon receipt of a Company  Request
for the authentication  and delivery of individual  Securities of such series in
exchange for such Global  Security,  will  authenticate  and make  available for
delivery,  individual  Securities  of such  series of like tenor and terms in an
aggregate  principal amount equal to the principal amount of the Global Security
in exchange for such Global Security.

                  (ii) The  Company  may at any time and in its sole  discretion
determine  that the  Securities  of any  series  or  portion  thereof  issued or
issuable  in the  form of one or more  Global  Securities  shall  no  longer  be
represented  by such Global  Security or  Securities.  In such event the Company
will execute,  and the Trustee or its agent,  upon receipt of a Company  Request
for the authentication  and delivery of individual  Securities of such series in
exchange in whole or in part for such Global  Security,  will  authenticate  and
make available for delivery  individual  Securities of such series of like tenor
and terms in  definitive  form in an  aggregate  principal  amount  equal to the
principal amount of such Global Security or Securities  representing such series
or portion thereof in exchange for such Global Security or Securities.

                  (iii) If specified by the Company pursuant to Sections 2.2 and
3.1 with  respect to  Securities  issued or  issuable in the form of one or more
Global  Securities,  the Depositary  for such Global  Security or Securities may
surrender such Global Security or Securities in exchange in whole or in part for
individual  Securities of such series of like tenor and terms in definitive form
on such terms as are  acceptable to the Company and such  Depositary.  Thereupon
the Company shall execute,  and the Trustee or its agent shall  authenticate and
make  available  for  delivery,  without  service  charge,  (1) to  each  Person
specified by such  Depositary a new Security or Securities of the same series of
like tenor and terms and of any  authorized  denomination  as  requested by such
Person in aggregate  principal amount equal to and in exchange for such Person's
beneficial  interest  in the  Global  Security  or  Securities  and  (2) to such
Depositary a new Global Security or Securities of like tenor and terms and in an
authorized  denomination equal to the difference,  if any, between the principal
amount of the  surrendered  Global  Security  or  Securities  and the  aggregate
principal amount of Securities delivered to the Holders thereof.

                  (iv) In any exchange provided for in any of the preceding four
paragraphs,  the  Company  will  execute  and  the  Trustee  or its  agent  will
authenticate and make available for delivery individual Securities in definitive
registered  form in  authorized  denominations.  Upon the exchange of the entire
principal  amount of a Global  Security for individual  Securities,  such Global
Security  shall be cancelled by the Trustee or its agent.  Except as provided in
the immediately preceding paragraph,  Securities issued in exchange for a Global
Security  pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct  the Trustee or the  Security  Registrar.  The Trustee or the  Security
Registrar  shall  deliver  such  Securities  to the  Persons in whose names such
Securities are so registered.
                                    ARTICLE 3

                                 The Securities

                  Section 3.1 General Title;  General  Limitations;  Issuable in
Series; Terms of Particular Series. The aggregate principal amount of securities
which may be authenticated and delivered and Outstanding under this Indenture is
not limited.

                  The  Securities  issued under this  Indenture may be issued in
one or more series up to an aggregate  principal  amount of  Securities  as from
time to time may be authorized by the Board of Directors.  The Securities  shall
be  direct,  unsecured  (unless  one or more  series of  Securities  is  secured
pursuant to the provision of a supplement to this Indenture)  obligations of the
Company and shall rank without  preference or priority among themselves and pari
passu with all existing and future unsecured and unsubordinated  Indebtedness of
the  Company,  provided,  that if any  existing  or future  Indebtedness  of the
Company  or any  Subsidiary  or any other  Person is  secured by any Lien on any
Property  of the  Company  or any  Subsidiary,  whether  such Lien is assumed or
created  or  otherwise  brought  into  existence  prior to the  issuance  of any
Securities  under this Indenture or thereafter,  then such  Securities  shall be
secured to the extent  provided in Section 10.10 hereof.  All Securities of each
series  under  this  Indenture  shall in all  respects  be equally  and  ratably
entitled to the benefits hereof with respect to such series without  preference,
priority or distinction on account of the actual time of the  authentication and
delivery or Stated Maturity of the Securities of such series.

                  Each  series  of  Securities  shall be  created  either  by or
pursuant to a Board  Resolution  or by or pursuant to an indenture  supplemental
hereto.  The  Securities  of each such  series  may bear such date or dates,  be
payable at such place or places,  have such Stated Maturity or Maturities,  bear
interest at such rate or rates (which may be fixed or floating),  from such date
or dates,  payable in such  installments  and on such dates and at such place or
places to the Holders of Securities  registered  as such on the related  Regular
Record  Dates,  or may bear no interest,  and may be  redeemable or repayable at
such Redemption  Price or Prices or Repayment  Price or Prices,  as the case may
be, whether at the option of the Holder or otherwise,  and upon such terms,  all
as shall  be  provided  for in or  pursuant  to the  Board  Resolution  or in or
pursuant to the supplemental  indenture creating that series.  There may also be
established in or pursuant to a Board  Resolution  and,  subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate, or
pursuant to a supplemental indenture prior to the issuance of Securities of each
such series, provision for:

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

                  (b) 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 Sections  3.4,  3.5, 3.6, 9.6 or
         11.7 hereof and except for any  Securities  which,  pursuant to Section
         3.3 hereof,  are deemed never to have been  authenticated and delivered
         hereunder);

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

                  (d) the date or dates on which the  principal or  installments
         of principal of any  Securities of the series is payable and any rights
         to extend such date or dates and the duration of such extension;

         (e) the rate or rates  (which  may be fixed or  variable)  per annum at
         which the  Securities of the series will bear interest or the method by
         which such rate or rates shall be determined,  the date from which such
         interest will accrue or the method by which such date or dates shall be
         determined and the right (if any) to extend such dates and the duration
         of such extension;

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

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

                  (h) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the series which shall be payable
         upon  declaration of acceleration of the Maturity  thereof  pursuant to
         Section 5.2 hereof;

                  (i) if other than such coin or currency  of the United  States
         of America as at the time of  payment  is legal  tender for  payment of
         public or private  debts,  the coin or currency in which payment of the
         principal  of  (and  premium,  if any)  and  interest,  if any,  on the
         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 1.1;

                  (j) if the principal of (and premium, if any) or interest,  if
         any, on the Securities of the series are to be payable, at the election
         of the Company or a Holder  thereof,  in a coin or currency  other than
         that in which the  Securities  are stated to be payable,  the period or
         periods  within which,  and the terms and conditions  upon which,  such
         election may be made;

                  (k) if the amount of payments of principal of (and premium, if
         any) or  interest,  if any,  on the  Securities  of the  series  may be
         determined with reference to an index based on a coin or currency other
         than that in which the  Securities are stated to be payable or pursuant
         to a formula, the manner in which such amounts shall be determined;

                  (l) any  provisions permitted  by  this Indenture relating  to
         Events of  Default  or covenants of  the Company  with  respect to such
         series of Securities;

                  (m) 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);

                  (n) if applicable, that the Securities of the series, in whole
         or any specified part, shall not be defeasible pursuant to Section 13.2
         or Section 13.3 or both such  Sections  and, if other than by a Company
         Order,  the manner in which any election by the Company to defease such
         Securities shall be evidenced;

                  (o) 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  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 Exhibit A and any  circumstances  in addition to or in lieu of
         those set forth in Sections  2.4,  3.4 and 3.5 in which any such Global
         Security  may  be  exchanged  in  whole  or  in  part  for   Securities
         registered,  and any  transfer of such  Global  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;

                  (p) providing  collateral to the Trustee to secure  payment of
         the  principal of (and  premium, if any) and interest on the Securities
         of any series, and provisions for the release of any such   collateral;
         and

                  (q) any other  terms of the series  (which  terms shall not be
         inconsistent with the provisions of this Indenture), including, without
         limitation,  any terms required or appropriate to establish one or more
         series of Securities issued in a Periodic Offering.

                  All  Securities  of any  one  series  (other  than  Securities
offered in a Periodic  Offering) 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 set forth in the Officers' Certificate referred
to above or in any such indenture supplemental hereto.

                  If any of the  terms  of the  series,  including  the  form of
Security of such series,  are  established  by action taken  pursuant to a Board
Resolution,  a copy of an  appropriate  record of such action  setting forth the
terms of such  series  shall  be  certified  by the  Secretary  or an  Assistant
Secretary  or other  authorized  officer of the  Company,  and  delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.3 hereof for the authentication and delivery of such series of Securities.

                  With respect to Securities  of a series  offered in a Periodic
Offering,  such Board  Resolution  and  Officers'  Certificate  or  supplemental
indenture 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  Company or its agents in  accordance  with other  procedures
specified in a Company Order as  contemplated  by the third paragraph of Section
3.3.

                  Any terms or  provisions  in respect of the  Securities of any
series issued under this Indenture may be determined pursuant to this Section by
providing in a Board  Resolution  or  supplemental  indenture  for the method by
which such terms or provisions shall be determined.

                  Section 3.2 Denominations. The Securities of each series shall
be issuable in registered form without  coupons,  except as otherwise  expressly
provided in an applicable Officers' Certificate or a supplemental  indenture, in
such  denominations as shall be specified as contemplated by Section 3.1 hereof.
In the absence of any such  provisions  with  respect to the  Securities  of any
series,  the Securities of that series shall be issuable only in U.S. dollars in
fully  registered  form  without  coupons  in  denominations  of $1,000  and any
integral multiple thereof.

                  Section 3.3 Execution,  Authentication,  Delivery and  Dating.
The  Securities  shall be executed on behalf of the Company by: its  Chairman of
the Board,  its Vice  Chairman  of the  Board,  its  President,  one of its Vice
Presidents or its Treasurer. The signature of any of these Officers or agents 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, employees or agents of the
Company shall bind the Company,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of such Securities or did not hold such offices at the date of such Securities.

                  The  Company  may at any time and from time to time  after the
execution  and  delivery  of this  Indenture  deliver  Securities  of any series
executed  by the  Company to the Trustee  for  authentication,  together  with a
Company Order for the authentication and delivery of such Securities, or, in the
case  of  Securities  offered  in a  Periodic  Offering,  from  time  to time in
accordance  with such  other  procedures  (including,  without  limitation,  the
receipt by the Trustee of electronic  instructions  from the Company or its duly
authorized agents,  promptly confirmed in writing by the Company)  acceptable to
the  Trustee as may be  specified  from time to time by a Company  Order for the
specific terms of the  Securities  being so offered;  and the Trustee shall,  in
accordance  with a Company Order,  authenticate  and make available for delivery
such Securities as provided in this Indenture and not otherwise.

                  Prior to any such  authentication  and  delivery,  the Trustee
shall be entitled to receive,  in  addition  to any  Officers'  Certificate  and
Opinion of Counsel  required to be furnished to the Trustee  pursuant to Section
1.2, and the Board  Resolution and any  certificate  relating to the issuance of
the series of Securities  required to be furnished  pursuant to Section 2.2, and
shall be fully protected in relying upon, an Opinion of Counsel stating that:

                  (a)  if the  form  or  forms  of  such  Securities  have  been
         established by or pursuant to Board  Resolution as permitted by Section
         2.1 hereof,  that such form has been established in conformity with the
         provisions of this Indenture;

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

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

         provided, however, that, with respect to Securities of a series offered
         in a Periodic  Offering,  the Trustee shall be entitled to receive such
         Opinion of Counsel in connection only with the first  authentication of
         Securities of such series,  and in such case the opinions  described in
         clauses (b) and (c) above may state, respectively, that

                                    (i) if the terms of such  Securities  are to
                  be established pursuant to a Company Order or pursuant to such
                  procedures as may be specified  from time to time by a Company
                  Order,  all as  contemplated  by a Board  Resolution or action
                  taken  pursuant  thereto,  such  terms  will  have  been  duly
                  authorized by the Company and  established in conformity  with
                  the provisions of this Indenture; and

                                    (ii) that such Securities, when completed by
                  appropriate  insertions  and  executed  and  delivered  by the
                  Company to the  Trustee  in  accordance  with this  Indenture,
                  authenticated  and delivered by the Trustee in accordance with
                  this  Indenture,  and issued and  delivered by the Company and
                  paid for, all in accordance  with any agreement of the Company
                  relating  to  the   offering,   issuance   and  sale  of  such
                  Securities,  will be duly issued under this Indenture and will
                  constitute  the legal,  valid and binding  obligations  of the
                  Company,  enforceable in accordance with their terms,  subject
                  to bankruptcy,  insolvency,  reorganization  and other similar
                  laws  of  general  applicability   relating  to  or  affecting
                  generally the  enforcement  of creditors'  rights,  to general
                  equitable  principles and to such other qualifications as such
                  counsel shall conclude do not materially  affect the rights of
                  Holders of such Securities and any coupons;

         and,  if the  authentication  and  delivery  relates to a new series of
         Securities created by an indenture  supplemental  hereto,  also stating
         that all laws and  requirements  with respect to the form and execution
         by the  Company  of the  supplemental  indenture  with  respect to that
         series of Securities have been complied with; the Company has corporate
         power to execute and deliver any such  supplemental  indenture  and has
         taken all necessary  corporate action for those purposes;  and any such
         supplemental  indenture has been executed and delivered and constitutes
         the legal, valid and binding  obligation of the Company  enforceable in
         accordance with its terms (subject to applicable bankruptcy, insolvency
         and similar laws affecting  creditors'  rights generally and to general
         principles of equity); and

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

                  The Trustee shall not be required to authenticate  and deliver
any 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.

                  Unless  otherwise  provided  in the form of  Security  for any
series, all Securities shall be dated the date of their authentication.

                  No  Security  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  Authenticating  Agent,
and such  certificate  upon any Security shall be conclusive  evidence,  and the
only  evidence,  that such  Security has been duly  authenticated  and delivered
hereunder and is entitled to the benefits of the Indenture.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the  Company,  and the Company  shall  deliver such
Security to the Trustee for  cancellation  as provided in Section 3.9,  together
with a written statement (which need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel)  stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been  authenticated  and  delivered  hereunder and
shall never be entitled to the benefits of this Indenture.

                  Section 3.4 Temporary  Securities.  Pending the preparation of
definitive  Securities of any series, the Company may execute, and, upon receipt
of the documents  required by Section 3.3,  together with a Company  Order,  the
Trustee shall authenticate and make available for delivery, temporary Securities
which  are  printed,  lithographed,   typewritten,   mimeographed  or  otherwise
produced,  in any  authorized  denomination,  substantially  of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions,  omissions,  substitutions  and  other  variations  as the  officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

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

                  Upon any exchange of a portion of a temporary  Global Security
for a definitive  Global Security or for the individual  Securities  represented
thereby  pursuant  to this  Section 3.4 or Section  3.5,  the  temporary  Global
Security  shall be  endorsed  by the  Trustee to reflect  the  reduction  of the
principal  amount  evidenced  thereby,  whereupon the  principal  amount of such
temporary  Global  Security  shall be reduced for all  purposes by the amount so
exchanged and endorsed.

                  Section 3.5 Registration,  Transfer and Exchange.  The Company
shall keep or cause the Security  Registrar to keep a register (herein sometimes
referred to as the  "Security  Register") in which,  subject to such  reasonable
regulations as it may prescribe,  the Company shall provide for the registration
of  Securities,  or of Securities of a particular  series,  and for transfers of
Securities  or of  Securities  of such  series.  Any such  register  shall be in
written form or in any other form capable of being  converted  into written form
within a reasonable time. If the Company  maintains such Security  Register,  at
all  reasonable  times the  information  contained in such register or registers
shall be available  for  inspection by the Trustee at the office or agency to be
maintained by the Company as provided in Section 10.2.

                  Subject to Section 2.4,  upon  surrender for  registration  of
transfer of any Security of any series at the office or agency of the Company in
a Place of Payment for that series,  the Company shall execute,  and the Trustee
or its agent shall authenticate and make available for delivery,  in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like tenor, aggregate principal
amount and Stated Maturity.

                  Subject  to  Section   2.4,  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 a like tenor, aggregate principal
amount and Stated Maturity,  upon surrender of the Securities to be exchanged at
such office or agency maintained by the Company in any Place of Payment for such
series.  Whenever any Securities are so  surrendered  for exchange,  the Company
shall  execute,  and the  Trustee  or its  agent  shall  authenticate  and  make
available for delivery,  the Securities  which the Holder making the exchange is
entitled to receive.

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

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

                  Unless otherwise provided in the Security to be registered for
transfer or exchange,  no service  charge shall be imposed on any Holder for any
registration of transfer or exchange of Securities,  but the Company may (unless
otherwise  provided in such  Security)  require  payment of a sum  sufficient to
cover any tax or other  governmental  charge  that may be imposed in  connection
with  registration  of any  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

                  The  Company  may but  shall  not be  required  (i) to  issue,
register the transfer of or exchange any Security of any series  during a period
beginning  at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of such series selected for redemption  under
Section  11.3 and ending at the close of business  on the date of such  mailing,
(ii) to  register  the  transfer  of or exchange  any  Security so selected  for
redemption  in whole or in part,  except for the portion of such Security not so
selected  for  redemption  or (iii) to register  the transfer of or exchange any
Security between any Regular Record Date and the related Interest Payment Date.

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

                  Neither  the   Company   nor  the   Trustee   shall  have  any
responsibility  or obligation to any participant in the  Depositary,  any Person
claiming a beneficial  ownership interest in the Securities under or through the
Depositary  or any such  participant,  or any other Person which is not shown on
the Security Register as being a Holder, with respect to (1) the Securities; (2)
the  accuracy  of  any  records   maintained  by  the  Depositary  or  any  such
participant;  (3) the payment by the  Depositary or any such  participant of any
amount in respect to the principal of or premium or interest on the  Securities;
(4) any  notice  which is  permitted  or  required  to be given  to  Holders  of
Securities under this Indenture;  or (5) any consent given or other action taken
by the Depositary as Holder of Securities.

                  The Company initially  appoints the Trustee to act as Security
Registrar for the Securities on its behalf. The Company may at any time and from
time to time  authorize any Person to act as Security  Registrar in place of the
Trustee with respect to any series of Securities issued under this Indenture.

                  Section 3.6 Mutilated,  Destroyed, Lost and Stolen Securities.
If (a) any mutilated Security is surrendered to the Trustee or the Company,  and
the Trustee receives  evidence to its  satisfaction of the destruction,  loss or
theft of any Security, and (b) there is delivered to the Company and the Trustee
such  security or  indemnity as may be required by them to save each of them and
their agents harmless,  then, in the absence of actual notice to the Company and
the Trustee that such Security has been acquired by a bona fide  purchaser,  the
Company  shall  execute and upon its  request  the  Trustee or its agents  shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in  exchange  for such  mutilated  Security,  a new  Security  of like tenor,
series,   Stated   Maturity  and   principal   amount,   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 Company in its discretion
may, instead of issuing a new Security, pay such Security.

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

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

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

                  Section 3.7 Payment of Interest;  Interest  Rights  Preserved.
Unless otherwise  provided with respect to any series of Securities  pursuant to
Section 3.1,  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.

                  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 its having been such
Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the  Company,  at its  election  in each case,  as  provided in clause (a) or
clause (b) below:

                  (a) The  Company  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
         Company  shall notify the Trustee in writing of the amount of Defaulted
         Interest  proposed to be paid on each such  Security of such series and
         the date of the  proposed  payment,  and at the same  time the  Company
         shall  deposit  with  the  Trustee  an  amount  of  money  equal to the
         aggregate  amount  proposed  to be paid in  respect  of such  Defaulted
         Interest  or shall make  arrangements  satisfactory  to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited  to be held in trust for the benefit of the Persons  entitled
         to such Defaulted  Interest as in this clause  provided.  Thereupon the
         Trustee  shall  fix a  Special  Record  Date  for the  payment  of such
         Defaulted  Interest  which  shall be not more than 15 days and not less
         than 10 days  prior to the date of the  proposed  payment  and not less
         than 10 days  after the  receipt  by the  Trustee  of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed  payment of such Defaulted  Interest
         and the Special Record Date therefor to be given to each Holder of such
         series in the manner set forth in  Section  1.6,  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 (b).

                  (b) The Company 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 on which
         such Securities may be listed,  and upon such notice as may be required
         by such exchange,  if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

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

                  Section  3.8  Persons   Deemed   Owners.   Prior  to  the  due
presentment  for  registration  of transfer of any  Security,  the Company,  the
Trustee and any agent of the Company or the Trustee may treat the Holder of such
Security as its owner for the purpose of receiving  payment of principal of (and
premium,  if any),  and (subject to Section 3.7)  interest on, such Security and
for all other purposes whatsoever,  whether or not such Security be overdue, and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

                  No holder of any  beneficial  interest in any Global  Security
held on its behalf by a Depositary  (or its nominee) shall have any rights under
this Indenture with respect to such Global Security or any Security  represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global  Security or any
Security represented thereby for all purposes whatsoever.

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

                  Section  3.9  Cancellation.  All  Securities  surrendered  for
payment,  redemption,  repurchase,   registration  of  transfer,  conversion  or
exchange or for credit against any sinking fund, if any,  shall,  if surrendered
to any Person  other than the  Trustee,  be delivered to the Trustee and, if not
already cancelled,  shall be promptly cancelled by the Trustee.  The Company may
at any time deliver to the Trustee for  cancellation  any Securities  previously
authenticated and delivered hereunder which the Company may have acquired in any
manner  whatsoever,  and may deliver to the Trustee (or to any other  Person for
delivery  to  the   Trustee)  for   cancellation   any   Securities   previously
authenticated  hereunder  which the  Company  has not issued  and sold,  and all
Securities so delivered shall be promptly cancelled by the Trustee.  No Security
shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section,  except as expressly permitted by this Indenture.  All
cancelled  Securities  held by the Trustee shall be disposed of as directed by a
Company Order.

                  Section  3.10   Computation  of  Interest.   Unless  otherwise
provided as  contemplated  in Section  3.1,  interest on the  Securities  of any
series  shall be  calculated  on the  basis of a 360-day  year of twelve  30-day
months.

                  Section 3.11 Periodic Offering of Securities.  Notwithstanding
any  contrary  provision  herein,  if all  Securities  of a series are not to be
originally  issued at one time,  it shall not be  necessary  for the  Company to
deliver to the Trustee an Officers' Certificate, Board Resolution,  supplemental
indenture,  Opinion of Counsel or Company Request otherwise required pursuant to
Sections  2.2,  3.1 and 3.3 at or prior to the  time of  authentication  of each
Security of such series if such  documents  are  delivered to the Trustee or its
agent at or prior to the  authentication  upon  original  issuance  of the first
Security of such series to be issued;  provided that any  subsequent  request by
the  Company to the  Trustee to  authenticate  Securities  of such  series  upon
original issuance shall constitute a representation  and warranty by the Company
and its counsel that as of the date of such request,  the statements made in the
Officers'  Certificate  and  opinions  made in the Opinion of Counsel  delivered
pursuant to Section 1.2 and 3.3, respectively,  were true and correct as if made
on such date.

                  An  Officers'  Certificate,  supplemental  indenture  or Board
Resolution  delivered  by the  Company to the Trustee in the  circumstances  set
forth in the immediately  preceding  paragraph may provide that Securities which
are the subject  thereof will be  authenticated  and delivered by the Trustee or
its agent on original issue from time to time upon the written order of a person
or persons designated in such Officers'  Certificate,  supplemental indenture or
Board Resolution (any such telephonic  instructions to be confirmed  promptly in
writing  by such  person  or  persons)  and that  such  person  or  persons  are
authorized   to  determine,   consistent   with  such   Officers'   Certificate,
supplemental  indenture or Board  Resolution,  such terms and  conditions of the
Securities  as  are  specified  in  such  Officers'  Certificate,   supplemental
indenture or Board Resolution.

                  Section  3.12  CUSIP  Numbers.  The  Company  in  issuing  the
Securities  may use "CUSIP"  numbers (if then  generally  in use) in addition to
serial numbers, and, if so, the Trustee shall use "CUSIP" numbers in addition to
serial  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 "CUSIP"  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 serial or 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  Company  will  promptly  notify the Trustee of any change in such
"CUSIP" numbers.



                                    ARTICLE 4

                           Satisfaction and Discharge

                  Section 4.1  Satisfaction  and  Discharge of  Indenture.  This
Indenture  shall,  upon  Company  Request,  cease to be of further  effect  with
respect  to any  series of  Securities  (except  as to any  surviving  rights of
registration of transfer or exchange or replacement of Securities of such series
expressly  provided for herein or in the form of security for such series),  and
the  Trustee,  on written  demand of and at the  expense of the  Company,  shall
execute  proper  instruments  acknowledging  satisfaction  and discharge of this
Indenture as to such series, when

         (a)  either

                  (i) all  Securities of that series  theretofore  authenticated
                  and delivered  (other than (1) Securities of such series which
                  have been mutilated,  destroyed, lost or stolen and which have
                  been  replaced  or paid as provided  in Section  3.6,  and (2)
                  Securities   of  such  series  for  whose  payment  money  has
                  theretofore  been deposited in trust or segregated and held in
                  trust by the Company  and  thereafter  repaid to issued  under
                  this Indenture delivered to the Trustee or its agent cancelled
                  or for cancellation; or

                  (ii)  all  such  Securities  of  that series not  theretofore
                  delivered  to  the  Trustee  or its  agent  cancelled  or for
                  cancellation

                  (1)  have become due and payable,

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

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

                  (4)  are deemed paid and discharged pursuant to Section 13.2,
                       as applicable,

         and the Company, in the case of (1), (2) or (3) 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 the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee canceled or for  cancellation,  for principal (and premium,  if
         any)  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;

         (b) the  Company  has paid or caused to be paid all other sums payable 
         hereunder by the Company with respect to the Securities of such
         series; and

         (c) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge  of this  Indenture  with respect to the  Securities  of 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 Company to the Trustee with
respect to such series under Section 6.7, the  obligations of the Trustee to any
Authenticating  Agent under Section 6.14 and, if money shall have been deposited
with the Trustee  pursuant to subclause (ii) of clause (a) of this Section,  the
obligations of the Trustee under Sections 4.2 and 10.3 shall survive.

                  Section  4.2  Application  of  Trust  Money.  Subject  to  the
provisions of the last paragraph of Section 10.3,  all money  deposited with the
Trustee  pursuant  to Section  4.1 shall be held in trust and  applied by it, in
accordance  with the provisions of the series of Securities and this  Indenture,
to the  payment,  either  directly or through any Paying  Agent  (including  the
Company  acting as its own Paying  Agent) as the Trustee may  determine,  to the
Persons entitled  thereto,  of the principal (and premium,  if any) and interest
for whose payment such money has been deposited with the Trustee.

                                    ARTICLE 5

                                    Remedies

                  Section 5.1 Events of Default.  "Event of  Default,"  wherever
used herein with  respect to  Securities  of any  series,  and unless  otherwise
provided with respect to Securities  of any series  pursuant to Section  3.1(l),
means any one of the  following  events  (whatever  the reason for such Event of
Default and whether it is 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 such
event is either  inapplicable  to a particular  series (to the extent  expressly
provided in the form of Security for such series) or it is specifically  deleted
or modified in the supplemental  indenture creating such series of Securities or
in the form of Security for such series:

                  (a) default by the Company in the payment of any principal (or
         premium, if any) of the Securities of that series when due and payable,
         whether at Maturity or otherwise; or

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

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

                  (d) default in the performance,  or breach, of any covenant or
         warranty  of the  Company in this  Indenture  (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this  Section  specifically  dealt  with or which  has  expressly  been
         included  in  this  Indenture  solely  for the  benefit  of  series  of
         Securities other than that series),  and continuance of such default or
         breach for a period of 60 consecutive  days after there has been given,
         by  registered  or certified  mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in aggregate
         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

                  (e) a default  under any  Indebtedness  by the  Company or any
         Subsidiary  (including  a default  with  respect to  Securities  of any
         series  other than that  series) or under any  mortgage,  indenture  or
         instrument  under  which  there may be issued or by which  there may be
         secured or evidenced any  Indebtedness  by the Company  (including this
         Indenture) or any Subsidiary,  whether such  Indebtedness now exists or
         shall hereafter be created,  in an aggregate principal amount exceeding
         $10,000,000  (or its  equivalent in any other  currency or  currencies)
         which  default  shall have  resulted in such  Indebtedness  becoming or
         being declared due and payable; or

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

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

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

                  Section  5.2   Acceleration   of  Maturity;   Rescission   and
Annulment.  If an Event of Default (other than an Event of Default  specified in
Section  5.1(e) or 5.1(f)) 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 aggregate  principal  amount of the  Outstanding
Securities of that series may declare the aggregate  principal amount of all the
Securities  of that series (or, if any  Securities  of that series are  Original
Issue Discount Securities, such lesser portion of the aggregate principal amount
of such  Securities  as may be  specified  by the terms  thereof)  to be due and
payable  immediately,  by a notice in writing to the Company (and to the Trustee
if given by Holders),  and upon any such  declaration  such aggregate  principal
amount (or specified  amount) shall become  immediately  due and payable.  If an
Event of  Default  specified  in  Section  5.1(e)  or  5.1(f)  with  respect  to
Securities of any series at the time Outstanding occurs, the aggregate principal
amount of all the  Securities  of that  series (or,  if any  Securities  of that
series are  Original  Issue  Discount  Securities,  such  lesser  portion of the
aggregate  principal  amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

                  (a) the Company has paid or  deposited  with the Trustee a sum
sufficient to pay
                  (i)  all overdue interest on all Securities of that series,

                  (ii) 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 any interest  thereon at the
                  rate or rates prescribed therefor in such Securities,

                  (iii) to the extent that  payment of such  interest is lawful,
                  interest upon overdue interest at the rate or rates prescribed
                  therefor in such Securities, and

                  (iv) 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

                  (b) all Events of Default with respect to  Securities  of that
         series,  other than the  non-payment  of the principal of Securities of
         that  series  which  have  become  due  solely by such  declaration  of
         acceleration, have been cured or waived as provided in Section 5.13.

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

                  Section  5.3   Collection  of   Indebtedness   and  Suits  for
Enforcement by Trustee. The Company covenants that if:

                  (a)  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, or

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

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

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

                  If an Event of  Default  with  respect  to  Securities  of any
series occurs and is continuing,  the Trustee may at its  discretion  proceed to
protect  and  enforce its rights and the rights of the Holders 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 5.4  Trustee May File Proofs of Claim.  In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,  moratorium of payments, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the  Trustee  (irrespective  of whether  the  principal  of, and any
interest on, the Securities  shall then be due and payable as therein  expressed
or by  declaration  or otherwise and  irrespective  of whether the Trustee shall
have made any demand on the  Company  for the  payment of overdue  principal  or
interest) shall be entitled and empowered,  by intervention in such  proceedings
or otherwise,

                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  (and  premium,  if any) and  interest  owing  and  unpaid in
         respect  of the  Securities  and take  such  other  actions,  including
         participating  as a  member,  voting  or  otherwise,  of  any  official
         committee  of creditors  appointed  in such matter,  to file such other
         papers or documents as may be necessary  and 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 all other  amounts due the Trustee under Section
         6.7) and of the Holders allowed in such judicial proceeding, and

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

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official,  in any such judicial proceeding is hereby authorized by
each  Holder to make such  payment  to the  Trustee  and,  in the event that the
Trustee consents to the making of such payments directly to the Holders,  to pay
to the Trustee any amount due to it for the reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

                  Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder  thereof,  or to authorize the Trustee to
vote in  respect of the claim of any  Holder in any such  proceeding;  provided,
however,  that the Trustee may, on behalf of such 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 5.5 Trustee May Enforce Claims  Without  Possession of
Securities.  All  rights  of action  and  claims  under  this  Indenture  or the
Securities of any series may be prosecuted  and enforced by the Trustee  without
the  possession  of any of the  Securities  of such  series or,  the  production
thereof 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  agent  and  counsel,  be for the  ratable  benefit  of the  Holders  of the
Securities of the series in respect of which such judgment has been recovered.

                  Section  5.6  Application  of  Money   Collected.   Any  money
collected by the Trustee with respect to a series of Securities pursuant to this
Article 5 shall be applied in the following order, at the date or dates fixed by
the  Trustee  and,  in case of the  distribution  of such  money on  account  of
principal (or premium, if any) or interest,  upon presentation of the Securities
of such series 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 6.7; and

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

                  Section 5.7 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

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

                  (b) the  Holders of not less than 25% in  aggregate  principal
         amount of the  Outstanding  Securities  of such 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;

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

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

                  (e) 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 aggregate principal amount of the Outstanding Securities of
         such series;

it being  understood  and intended  that no one or more Holders of Securities of
such  series  shall  have any right in any manner  whatever  by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other  Holders of  Securities  of such series,  or to obtain or to
seek to obtain  priority or preference over any other 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 the Holders of all Securities of such series.

                  Section  5.8   Unconditional   Right  of  Holders  to  Receive
Principal,  Premium and Interest.  Notwithstanding  any other provisions 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 premium, if any)
and  (subject  to  Sections  3.7 and  12.1)  interest  on such  Security  on the
respective  Stated  Maturities  expressed in such  Security  (or, in the case of
redemption or repayment,  on the Redemption  Date or Repayment Date, as the case
may be) and to institute suit for the enforcement of any such payment,  and such
right shall not be impaired without the consent of such Holder.

                  Section 5.9 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 the Company,  the Trustee and the Holders shall,  subject
to any determination in such proceeding,  be restored severally and respectively
to their former positions  hereunder,  and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                  Section  5.10  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 3.6, 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 5.11 Delay or Omission  Not. No delay in exercising or
omission to exercise any remedy,  right or power accruing upon the occurrence of
any Event of  Default  shall  impair  the  remedy,  right or power,  or shall be
construed to be a waiver of any Event of Default or acquiescence therein.  Every
remedy,  right and power may be exercised  from time to time and as often as may
be deemed to be  expedient.  No waiver of any Event of  Default,  whether by the
Trustee or by the Holders,  shall extend to or shall affect any subsequent Event
of Default or shall impair any remedy, right or power consequent thereon.

                  Section 5.12 Control by Holders.  The Holders of a majority in
aggregate  principal  amount of the  Outstanding  Securities of any series shall
have the right to direct 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

         (a)     the Trustee  shall have the right to decline to follow any
         such  direction if the Trustee,  being  advised by counsel,  determines
         that the action so directed may not lawfully be taken or would conflict
         with this Indenture;

         (b) the  Trustee  shall  not  determine  that  the  action  so directed
         would be unjustly  prejudicial  to Holders not taking part  in    such 
         action;

                  (c) such  direction  shall be presented by such Holders to the
         Trustee in a timely manner;

                  (d) such  direction  shall not be in conflict with any rule of
         law or with this Indenture; and

         (e)      the Trustee may take any other  action  deemed  proper by the
Trustee  which is not  inconsistent  with such direction.

                  Section 5.13 Waiver of Defaults.  The Holders of not less than
a majority in aggregate  principal  amount of the Outstanding  Securities of any
series may on behalf of the Holders of all the  Securities  of such series waive
any past or  existing  default  hereunder  with  respect to such  series and its
consequences, except a default not theretofore cured

                  (a) in the payment of the principal of (or premium, if any) or
         interest  on any  Security  of such  series,  or in the  payment of any
         sinking or purchase  fund or analogous  obligation  with respect to the
         Securities of such series, or

                  (b) in respect of a covenant or  provision  hereof which under
         Article 9 cannot be  modified  or amended  without  the  consent of the
         Holder of each Outstanding Security of such series affected.

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

                  Section  5.14  Undertaking  for  Costs.  All  parties  to this
Indenture  agree,  and each Holder of any Security by such  Holder's  acceptance
thereof  shall be deemed to have  agreed,  that any court may in its  discretion
require,  in any suit for the  enforcement  of any  right or remedy  under  this
Indenture,  or in any suit against the Trustee for any action taken, suffered or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good faith of the claims or  defenses  made by such  party  litigant;  provided,
however,  that the  provisions  of this Section 5.14 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 the
Outstanding  Securities  of any  series to which the suit  relates  against  the
Company and not the Trustee, or to any suit instituted by any Holder against the
Company and not the Trustee for the  enforcement of the payment of the principal
of (or premium,  if any) or interest on any Security on or after the  respective
Stated  Maturities  expressed in such Security (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date).

                  Section  5.15 Waiver of Stay or  Extension  Laws.  The Company
covenants  (to the extent  that it may  lawfully  do so) that it will not at any
time  insist  upon,  or plead,  or in any  manner  whatsoever  claim or take the
benefit or advantage of, any stay or extension law wherever  enacted,  now or at
any time hereafter in force,  which may affect the covenants or the  performance
of this  Indenture;  and the Company (to the extent that it may  lawfully do so)
hereby  expressly waives all benefit or advantage of any such law, and covenants
that it will not  hinder,  delay or impede  the  execution  of any power  herein
granted to the Trustee,  but will suffer and permit the  execution of every such
power as though no such law had been enacted.

                                    ARTICLE 6

                                   The Trustee

                  Section 6.1 Certain  Duties and  Responsibilities.  (a) Except
during the  continuance  of an Event of Default  with respect to any series of
Securities,

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

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

                  (b) If an Event of  Default  with  respect  to any  series  of
Securities has occurred and is continuing of which a Responsible  Officer of the
Trustee has actual  knowledge,  the Trustee  shall  exercise with respect to the
Securities  of such  series  such of the rights and powers  vested in it by this
Indenture,  and use the same  degree of care and skill in their  exercise,  as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs.

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

                  (i) this  subsection  (c) shall not be  construed to limit the
         effect of subsection (a) of this Section 6.1;

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

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

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

                  (e)  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 6.1.

                  Section  6.2  Notice of  Defaults.  Within  90 days  after the
Trustee has received  written  notice of any default  hereunder  with respect to
Securities of any series,  the Trustee shall  transmit by mail to all Holders of
such  series,  as their names and  addresses  appear in the  Security  Register,
notice of such default hereunder known to the Trustee, unless such default shall
have been  cured or waived;  provided,  however,  that,  except in the case of a
default in the payment of the principal of (or premium, if any) or interest,  if
any, on any  Security  of such  series,  or in the  payment of any sinking  fund
installment  with respect to  Securities  of such series,  the Trustee  shall be
protected in  withholding  such notice if and so long as the board of directors,
the executive  committee or a trust  committee of directors  and/or  Responsible
Officers of the Trustee in good faith  determine  that the  withholding  of such
notice is in the interests of the Holders of such series;  and provided  further
that in the case of any default of the  character  specified  in Section  5.1(d)
with respect to  Securities  of such  series,  no such notice to Holders of such
series shall be given until at least 30 days after the occurrence  thereof.  For
the purpose of this Section 6.2, the term  "default," with respect to Securities
of any  series,  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 6.3 Certain  Rights of  Trustee.  Except as  otherwise
provided in Section 6.1:

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

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

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

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

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

                  (f) the Trustee  shall not be bound to make any  investigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
debenture,  note, other evidence of Indebtedness or other paper or document, but
the  Trustee,  in  its  sole  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 upon reasonable  request to examine the books,  records and premises of
the Company, personally or by agent or attorney;

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

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

                  (i) 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; and

                  (j) the  permissive  right of the  Trustee  to take or refrain
from taking any actions enumerated in this Indenture shall not be construed as a
duty and the Trustee  shall not be answerable in such actions other than for its
own negligence, bad faith or willful misconduct in exercising any such right.

                  Section  6.4 Not  Responsible  for  Recitals  or  Issuance  of
Securities.  The recitals  contained  herein and in the Securities,  (except the
Trustee's  certificates of  authentication)  shall be taken as the statements of
the Company,  and neither the Trustee nor any  Authenticating  Agent assumes any
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent  makes any  representations  as to the  validity  or  sufficiency  of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable  for the use or application by the Company of Securities or
the proceeds thereof.

                  Section   6.5  May   Hold   Securities.   The   Trustee,   any
Authenticating  Agent,  any Paying  Agent,  the Security  Registrar or any other
agent of the Company or the Trustee,  in its  individual or any other  capacity,
may become the owner or pledgee of Securities  and,  subject to Sections 6.8 and
6.13,  may otherwise deal with the Company with the same rights it would have if
it were not Trustee,  Authenticating  Agent, Paying Agent, Security Registrar or
such other agent.

                  The  Trustee  may  become  and  act  as  Trustee  under  other
indentures   under  which  other  securities  or  certificates  of  interest  or
participation  in other  securities of the Company are  outstanding  in the same
manner as if it were not Trustee hereunder.

                  Section 6.6 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 the Trustee has  otherwise  agreed in
writing with the Company.

                  Section 6.7 Compensation and Reimbursement. The Company agrees

                  (a) to pay to the  Trustee  from time to time such  reasonable
compensation  as the Company and the Trustee shall from time to time agree to in
writing 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);

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

                  (c) to  indemnify  the Trustee (and its  directors,  officers,
employees and agents) and any  predecessor  Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on  its  part,   arising  out  of  or  in  connection  with  the  acceptance  or
administration of the trust or trusts hereunder,  including the reasonable costs
and expenses and  reasonable  attorneys'  fees of defending  itself  against any
claim or liability in connection  with the exercise or performance of any of its
powers or duties hereunder.

                  The  obligations  of the  Company  under this  Section  6.7 to
compensate  the  Trustee,   to  pay  or  reimburse  the  Trustee  for  expenses,
disbursements  and advances and to indemnify and hold harmless the Trustee shall
constitute additional  Indebtedness hereunder and shall survive the satisfaction
and  discharge  of  this  Indenture.  As  security  for the  performance  of the
obligations  of the Company  under this  Section,  the Trustee shall have a lien
prior to the  Securities  upon all  property  and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Securities.

                  When the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in  Section  5.1(e) or Section
5.1(f),  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.

                  Any Paying Agent or Authenticating  Agent appointed  hereunder
shall be entitled  to the  benefits of Section  6.7(c) as if the  indemnity  set
forth therefor were specifically afforded to such Paying Agent or Authenticating
Agent.

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

                  Section  6.8  Disqualification;   Conflicting  Interests.  The
Trustee for the  Securities of any series issued  hereunder  shall be subject to
the provisions of Section 310(b) of the Trust Indenture Act during the period of
time provided for therein.  In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the  Securities  of any  series,  there shall be  excluded  for  purposes of the
conflicting  interest  provisions of such Section 310(b) the Securities of every
other  series  issued under this  Indenture.  Nothing  herein shall  prevent the
Trustee  from  filing with the  Commission  the  application  referred to in the
second to last paragraph of Section 310(b) of the Trust Indenture Act.

                  Section 6.9 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 6.9, it shall resign  immediately  in the manner and
with the effect hereinafter specified in this Article 6.

                  Section  6.10   Resignation   and  Removal;   Appointment   of
Successor.  (a) No resignation or removal of the Trustee and no appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of appointment by the successor Trustee under Section 6.11.

                  (b) The Trustee may resign at any time with respect to any one
or more series of Securities by giving written notice thereof to the Company. If
an  instrument of  acceptance  by a successor  Trustee  required by Section 6.11
hereof  shall not have been  delivered  to the Trustee  within 30 days after the
giving of such notice of  resignation,  the  resigning  Trustee may petition any
court of competent  jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect to any
one or  more  series  of  Securities  by Act of the  Holders  of a  majority  in
aggregate  principal  amount  of the  Outstanding  Securities  of  that  series,
delivered to the Trustee and to the Company.  If the instrument of acceptance by
a  successor  Trustee  required  by  Section  6.11  hereof  shall  not have been
delivered  to the Trustee  within 30 days after the  delivery  of such Act,  the
removed  Trustee  may  petition  any  court of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

                  (d)      If at any time:

                  (i) the  Trustee  fails to comply with  Section  310(b) of the
         Trust  Indenture Act pursuant to Section 6.8 with respect to any series
         of Securities  after written request  therefor by the Company or by any
         Holder who has been a Holder of a Security  of that series for at least
         six months, or

                  (ii) the Trustee  ceases to be eligible under Section 6.9 with
         respect to any series of  Securities  and fails to resign after written
         request therefor by the Company or by any such Holder, or

                  (iii) the Trustee becomes  incapable of acting with respect to
         any series of Securities, or

                  (iv) the  Trustee is  adjudged a bankrupt  or  insolvent  or a
         receiver of the Trustee or of its  property is  appointed or any public
         officer  takes  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,  (1) the Company by a Board  Resolution  may remove the
Trustee, with respect to the Securities of that series, or in the case of clause
(iv), with respect to all series, or (2) subject to Section 5.14, any Holder who
has been a Holder of a Security  of such  series for at least six months may, on
behalf  of itself  and all  others  similarly  situated,  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor  Trustee with  respect to the series,  or, in the case of clause (iv),
with respect to all series.

                  (e) If the Trustee resigns, is removed or becomes incapable of
acting with respect to any series of  Securities,  or if a vacancy occurs in the
office of the Trustee  with respect to any series of  Securities  for any cause,
the Company,  by a Board Resolution,  shall promptly appoint a successor Trustee
or Trustees  with  respect to the  Securities  of that or those series (it being
understood that any such successor  Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the  applicable  requirements  of Section 6.11. If, within one
year after such  resignation,  removal or incapacity,  or the occurrence of such
vacancy,  a  successor  Trustee  with  respect to such series of  Securities  is
appointed by Act of the Holders of a majority in aggregate  principal  amount of
the  Outstanding  Securities  of such  series  delivered  to the Company and the
predecessor  Trustee,  the successor Trustee so appointed shall,  forthwith upon
its  acceptance  of  such   appointment   in  accordance   with  the  applicable
requirements of Section 6.11 hereof,  become the successor  Trustee with respect
to such series and supersede the successor Trustee appointed by the Company with
respect to such series.  If no successor Trustee with respect to such series has
been so  appointed  by the Company or the  Holders of such  series and  accepted
appointment  in the manner  required by Section 6.11 hereof,  any Holder who has
been a Holder of a  Security  of that  series for at least six  months  may,  on
behalf  of itself  and all  others  similarly  situated,  petition  any court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to such series.

                  (f) The Company 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
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of that series as their names and addresses  appear in
the  Security  Register.  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 6.11  Acceptance of  Appointment  by. Every  successor
Trustee  appointed  hereunder  shall  execute,  acknowledge  and  deliver to the
Company and to the predecessor Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the predecessor Trustee shall become
effective  with  respect  to any  series  as to which it is  resigning  or being
removed as Trustee, and such successor Trustee, without any further act, deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the predecessor  Trustee with respect to any such series;  but, on request of
the Company or the successor  Trustee,  such  predecessor  Trustee  shall,  upon
payment  of  its   reasonable   charges,   execute  and  deliver  an  instrument
transferring to such successor Trustee all the rights,  powers and trusts of the
predecessor  Trustee,  and shall  duly  assign,  transfer  and  deliver  to such
successor  Trustee  all  property  and money  held by such  predecessor  Trustee
hereunder with respect to all or any such series,  subject  nevertheless  to its
lien, if any,  provided for in Section 6.7.  Upon request of any such  successor
Trustee,  the Company shall execute any and all  instruments  for more fully and
certainly  vesting in and confirming to such successor  Trustee all such rights,
powers and trusts.

                  In case of the  appointment  hereunder of a successor  Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the  predecessor  Trustee  and  each  successor  Trustee  with  respect  to  the
Securities  of such one or more series  shall  execute and deliver an  indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (i) 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 predecessor Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee relates, (ii) if the predecessor 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
predecessor Trustee with respect to the Securities of that or those series as to
which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor  Trustee,  and (iii) 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 deem such
Trustees to be 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 Trustee;  and upon the execution and
delivery  of such  supplemental  indenture  the  resignation  or  removal of the
predecessor  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 predecessor
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 Company or
any successor Trustee, such predecessor Trustee shall duly assign,  transfer and
deliver  to  such  successor  Trustee  all  property  and  money  held  by  such
predecessor  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 Company shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

                  No successor  Trustee with respect to any series of Securities
shall  accept  its  appointment  unless  at the  time  of such  acceptance  such
successor  Trustee  shall be qualified  and eligible with respect to that series
under this Article 6.

                  Section 6.12 Merger, Conversion, Consolidation or Successor to
Business.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the  parties  hereto.  In case any  Securities  shall  have  been
authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such   authentication   and  make  available  for  delivery  the  Securities  so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated such Securities.

                  Section  6.13   Preferential   Collection  of  Claims  Against
Company.  (a) Subject to subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default,  as defined in subsection (c) of
this  Section,  or  subsequent  to such a default,  then,  unless and until such
default  shall be  cured,  the  Trustee  shall  set  apart and hold in a special
account  for  the  benefit  of the  Trustee  individually,  the  Holders  of the
Securities  and the  holders  of  other  indenture  securities  (as  defined  in
subsection (c) of this Section):

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

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

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

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

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

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

                  (4) to receive  payment on any claim  referred to in paragraph
         (2) or (3),  against the release of any  property  held as security for
         such claim as provided in paragraph  (2) or (3), as the case may be, to
         the extent of the fair value of such property.

                  For the  purpose  of  paragraphs  (2),  (3) and (4),  property
substituted after the beginning of such three-month  period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released, and, to
the extent that any claim  referred to in any of such  paragraphs  is created in
renewal of or in  substitution  for or for the purpose of repaying or  refunding
any preexisting claim of the Trustee as such creditor, such claim shall have the
same status as such pre-existing claim.

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

                  Any  Trustee  which has  resigned  or been  removed  after the
beginning of such three-month  period shall be subject to the provisions of this
subsection  as though  such  resignation  or removal  had not  occurred.  If any
Trustee has resigned or been removed prior to the beginning of such  three-month
period,  it shall be subject to the provisions of this subsection if and only if
the following conditions exist:

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

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

                  (b) There shall be excluded  from the  operation of subsection
         (a) of this Section 6.13 a creditor relationship arising from

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

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

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

                  (4) an Indebtedness  created as a result of services  rendered
         or premises rented; or an Indebtedness  created as a result of goods or
         securities  sold in a cash  transaction as defined in subsection (c) of
         this Section 6.13;

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

                  (6) the acquisition,  ownership,  acceptance or negotiation of
         any drafts,  bills of exchange,  acceptances or obligations  which fall
         within  the  classification  of  self-liquidating  paper as  defined in
         subsection (c) of this Section 6.13.

                  (c)      For the purpose of this Section 6.13 only:

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

                  (2) The term "other  indenture  securities"  means  securities
         upon which the Company is an obligor (as defined in the Trust Indenture
         Act) outstanding  under any other indenture (i) under which the Trustee
         is also trustee,  (ii) which contains provisions  substantially similar
         to the  provisions of this Section 6.13 and (iii) under which a default
         exists at the time of the  apportionment of the funds and property held
         in such special account.

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

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

                  (5) The term "Company" means any obligor upon the Securities.

                  (6) The term  "Federal  Bankruptcy  Act" means the  Bankruptcy
         Code or Title 11 of the United States Code.

                  Section 6.14 Appointment of Authenticating Agent. From time to
time the Trustee, in its sole discretion, may appoint one or more Authenticating
Agents with respect to one or more series of Securities with power to act on the
Trustee's behalf and subject to its direction in the authentication and delivery
of Securities of such series or in connection with transfers and exchanges under
Sections  3.4,  3.5, 3.6 and 11.7 hereof as fully to all intents and purposes as
though the Authenticating  Agent had been expressly authorized by those Sections
of this Indenture to authenticate and deliver Securities of such series. For all
purposes of this Indenture,  the authentication and delivery of Securities by an
Authenticating  Agent  pursuant  to this  Section  6.14  shall be  deemed  to be
authentication  and  delivery of such  Securities  "by the  Trustee".  Each such
Authenticating  Agent shall be  acceptable to the Company and shall at all times
be a  corporation  organized  and doing  business  under the laws of the  United
States,  any state  thereof or the District of Columbia,  authorized  under such
laws to exercise  corporate trust powers,  having a combined capital and surplus
of at least  $50,000,000  and subject to  supervision or examination by federal,
state or District of Columbia authority.  If such corporation  publishes reports
of  condition  at least  annually  pursuant to law or the  requirements  of such
authority,  then for the purposes of this Section 6.14 the combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section  6.14,  such  Authenticating  Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

                  Any  corporation  into  which an  Authenticating  Agent may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting  from  any  merger,   conversion  or   consolidation   to  which  such
Authenticating  Agent shall be a party,  or any  corporation  succeeding  to the
corporate agency or corporate trust business of an Authenticating  Agent,  shall
continue to be an  Authenticating  Agent,  provided  such  corporation  shall be
otherwise  eligible under this Section 6.14,  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 and, if other than the  Company,  to the
Company.   The  Trustee  may  at  any  time  terminate  the  appointment  of  an
Authenticating  Agent by giving written  notice  thereof to such  Authenticating
Agent and, if other than the Company,  to the  Company.  Upon  receiving  such a
notice of resignation  or upon each a  termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   6.14,   the  Trustee  may  appoint  a  successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid,  to all
Holders of  Securities  of the series with respect to which such  Authenticating
Agent will serve, as their names and addresses appear in the Security  Register.
Any successor  Authenticating Agent upon acceptance of its appointment hereunder
shall become  vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an Authenticating  Agent.
No successor  Authenticating  Agent shall be appointed unless eligible under the
provisions of this Section 6.14.

                  The Company  agrees to pay to each  Authenticating  Agent from
time to time reasonable  compensation  for its services under this Section,  and
the Trustee  shall be  entitled to be  reimbursed  for any  payments  made by it
subject to the provisions of Section 6.7.

                  If an  appointment  with  respect  to one or  more  series  of
Securities is made pursuant to this Section 6.14,  the Securities of such series
may  have  endorsed  thereon,  in  addition  to  the  Trustee's  certificate  of
authentication,  an alternate  certificate  of  authentication  in the following
form:

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


                                    ARTICLE 7

                          Holders' Lists and Reports by
                               Trustee and Company

                  Section 7.1 Company to Furnish  Trustee Names and Addresses of
         Holders.  The  Company  will  furnish or cause to be  furnished  to the
         Trustee with respect to the Securities of each series

                  (a)  semi-annually,  not later than 15 days after each Regular
         Record  Date,  or,  in the case of any  series of  Securities  on which
         semi-annual  interest is not payable,  not more than 15 days after such
         semi-annual  dates as may be specified by the Trustee,  a list, in such
         form as the Trustee may reasonably  require, of the names and addresses
         of the Holders as of such Regular Record Date or  semi-annual  date, as
         the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request,  a
         list of  similar  form and  content  as of a date not more than 15 days
         prior to the time such list is furnished,  provided,  however,  that if
         and so long as the  Trustee  is  Security  Registrar  for any series of
         Securities, no such list shall be required to be furnished with respect
         to any such series.

                  Section 7.2  Preservation  of Information;  Communications  to
Holders.  (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and addresses of Holders of Securities  contained in the
most recent list  furnished to the Trustee as provided in Section 7.1 hereof and
the names and addresses of Holders of Securities  received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it
as provided in Section 7.1 hereof upon receipt of a new list so furnished.

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

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 7.2(a) hereof, or

                  (ii) inform such  applicants as to the  approximate  number of
         Holders of Securities of such series or all Securities, as the case may
         be, whose names and addresses  appear in the  information  preserved at
         the time by the Trustee in accordance  with Section 7.2(a) hereof,  and
         as to the approximate cost of mailing to such Holders the form of proxy
         or other communication, if any, specified in such application.

                  If the Trustee elects not to afford such applicants  access to
such  information,   the  Trustee  shall,  upon  the  written  request  of  such
applicants,  mail to each Holder of a Security of such series or to all Holders,
as the  case  may be,  whose  names  and  addresses  appear  in the  information
preserved at the time by the Trustee in accordance with Section 7.2(a) hereof, a
copy of the  form of proxy or other  communication  which is  specified  in such
request,  with  reasonable  promptness  after a  tender  to the  Trustee  of the
material to be mailed and of  payment,  or  provision  for the  payment,  of the
reasonable  expenses in connection with such mailing,  unless,  within five days
after such  tender,  the  Trustee  mails to such  applicants  and files with the
Commission,  together  with a copy  of the  material  to be  mailed,  a  written
statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best interests of the Holders of Securities of such series or
all Holders,  as the case may be, or would be in violation  of  applicable  law.
Such  written  statement  shall  specify  the  basis  of  such  opinion.  If the
Commission, after opportunity for a hearing upon the objections specified in the
written  statement  so filed,  enters an order  refusing  to sustain any of such
objections  or if,  after the entry of an order  sustaining  one or more of such
objections, the Commission finds, after notice and opportunity for hearing, that
all the  objections so sustained have been met and enters an order so declaring,
the Trustee  shall mail copies of such material to all Holders of such series or
all Holders,  as the case may be, with reasonable  promptness after the entry of
such order and the  renewal  of such  tender;  otherwise  the  Trustee  shall be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

                  (c) Every Holder of  Securities,  by receiving and holding the
same,  agrees with the Company and the Trustee  that neither the Company nor the
Trustee  shall be held  accountable  by  reason  of the  disclosure  of any such
information  as to the names and  addresses  of the  Holders  of  Securities  in
accordance with Section 7.2(b) hereof,  regardless of the source from which such
information was derived,  and that the Trustee shall not be held  accountable by
reason of mailing any material  pursuant to a request made under Section  7.2(b)
hereof.

                  Section 7.3 Reports by Trustee.  (a) The term "reporting date"
as used in this Section means May 15. Within 60 days after the reporting date in
each year, beginning in 1999, the Trustee shall transmit by mail to all Holders,
as their names and  addresses  appear in the Security  Register,  a brief report
dated as of such  reporting  date with  respect to any of the  following  events
which may have occurred during the 12 months  immediately  preceding the date of
such report (but if no such event has occurred within such period no report need
be transmitted):

                  (1) any change to its eligibility under Section 6.9 hereof and
         its qualifications under Section 6.8 hereof;

                  (2) the creation of or any material  change to a  relationship
         specified in Section 310(b)(1) through Section  310(b)(10) of the Trust
         Indenture Act;

                  (3) the  character  and  amount  of any  advances  (and if the
         Trustee elects so to state,  the  circumstances  surrounding the making
         thereof)  made by the Trustee (as such) which remain unpaid on the date
         of such  report,  and for the  reimbursement  of which it claims or may
         claim a lien or charge,  prior to that of Securities of any series,  on
         any property or funds held or  collected by it as Trustee,  except that
         the  Trustee  shall not be  required  (but may  elect)  to report  such
         advances if such advances so remaining  unpaid  aggregate not more than
         1/2 of 1% of the  principal  amount of the  Securities  of such  series
         outstanding on the date of such report;

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

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

                  (6) any additional  issue of Securities  which the Trustee has
         not previously reported; and

                  (7) any action taken by the Trustee in the  performance of its
         duties hereunder which it has not previously  reported and which in its
         opinion materially affects the Securities,  except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 6.2.

                  (b) The  Trustee  shall  transmit by mail to all  Holders,  as
their names and addresses appear in the Security  Register,  a brief report with
respect to the character  and amount of any advances (and if the Trustee  elects
so to state,  the  circumstance  surrounding  the  making  thereof)  made by the
Trustee  (as such)  since the date of the last  report  transmitted  pursuant to
subsection  (a)  of  this  Section  (or  if no  such  report  has  yet  been  so
transmitted,   since  the  date  of  execution  of  this   instrument)  for  the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the  Securities  of any series,  on property or funds held or collected by it as
Trustee,  and which it has not previously  reported pursuant to this subsection,
except  that the Trustee  shall not be  required  (but may elect) to report such
advances if such advances  remaining unpaid at any time aggregate 10% or less of
the principal amount of the Securities  outstanding of such series at such time,
such report to be transmitted within 90 days after such time.

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

                  Section 7.4  Reports by Company.  The Company shall

                  (a) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission,  copies of the annual reports and
of the  information,  documents and other reports (or copies of such portions of
any of the  foregoing  as the  Commission  may from  time to time by  rules  and
regulations  prescribe)  which  the  Company  may be  required  to file with the
Commission  pursuant to Section 13 or Section  15(d) of the Exchange Act; or, if
the Company is not required to file  information,  documents or reports pursuant
to  either  of said  Sections,  then it  will  file  with  the  Trustee  and the
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;

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

                  (c)  transmit  by mail to all  Holders,  as  their  names  and
addresses  appear in the  Security  Register,  within 30 days  after the  filing
thereof  with the Trustee,  such  summaries of any  information,  documents  and
reports required to be filed by the Company pursuant to paragraph (a) and (b) of
this  Section 7.4 as may be required by rules and  regulations  prescribed  from
time to time by the Commission.

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

                  Section 7.5  Statement by Officers as to Default.  The Company
shall  deliver to the Trustee,  as promptly as is  practicable  and in any event
within five days after the Company  becomes aware of the occurrence of any Event
of Default,  or an event which,  with notice or the lapse of time or both, would
constitute  an Event of Default,  an  Officers'  Certificate  setting  forth the
details of such Event of Default  or default  and the action  which the  Company
proposes to take with respect thereto.

                                    ARTICLE 8

              Consolidation, Merger, Conveyance, Transfer or Lease

                  Section  8.1  Company May  Consolidate,  etc.  Only on Certain
Terms.  The Company shall not  consolidate  with or merge with or into any other
Person (whether or not the Company shall be the surviving  corporation) or sell,
convey, transfer or lease its properties and assets substantially as an entirety
to any Person or group of affiliated  Persons, in one transaction or a series of
related transactions, unless:

                  (a) the corporation formed by such consolidation or into which
         the  Company  is merged or the Person  which  acquires  by  conveyance,
         transfer,  or which leases,  the  properties  and assets of the Company
         substantially  as an  entirety  shall be a  corporation  organized  and
         validly  existing  under the laws of the United States of America,  any
         state thereof or the District of Columbia,  and shall expressly assume,
         by an indenture  supplemental  hereto,  executed  and  delivered to the
         Trustee,  in form reasonably  satisfactory to the Trustee,  the due and
         punctual payment of the principal of (and premium, if any) and interest
         on all the  Securities  and the  performance  or  observance  of  every
         covenant of this  Indenture  on the part of the Company to be performed
         or observed;

                  (b)  immediately  after giving effect to such  transaction and
         treating any Indebtedness which becomes an obligation of the Company or
         any Subsidiary as a result of such  transaction as having been incurred
         by the Company or such Subsidiary at the time of such  transaction,  no
         Event of Default, and no event which, after notice or lapse of time, or
         both,  would  become an Event of Default,  shall have  happened  and be
         continuing;

                  (c) if,  as a result  of any such  consolidation  or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage,  pledge, lien, security interest or
         other encumbrance  which would not be permitted by this Indenture,  the
         Company or such successor  Person,  as the case may be, shall take such
         steps  as shall be  necessary  effectively  to  secure  the  Securities
         equally  and  ratably  with  (or  prior  to) all  Indebtedness  secured
         thereby; and

                  (d) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate   and  an  Opinion  of  Counsel   each  stating  that  such
         consolidation,   merger,  conveyance,   transfer  and  lease  and  such
         supplemental indenture comply with this Article and that all conditions
         precedent  herein provided for relating to such  transaction  have been
         complied with.

                  Section  8.2  Successor  Corporation  Substituted.   Upon  any
consolidation or merger, or any conveyance,  transfer or lease of the properties
and assets of the  Company  substantially  as an  entirety  in  accordance  with
Section 8.1 hereof,  the successor  Person formed by such  consolidation or into
which the  Company is merged or to which such  conveyance,  transfer or lease is
made shall succeed to, and be substituted  for, and may exercise every right and
power of, the  Company  under  this  Indenture  with the same  effect as if such
successor Person had been named as the Company herein.  In the event of any such
conveyance  or  transfer,  but not in the case of a lease,  the  Company  as the
predecessor  corporation  may be  dissolved,  wound up or liquidated at any time
thereafter and the Company,  except in the case of a lease,  shall be discharged
from all obligations under this Indenture and the Securities.

                                    ARTICLE 9

                             Supplemental Indentures

                  Section 9.1 Supplemental Indenture Without Consent of Holders.
Without  the  consent  of the  Holders  of any  Securities,  the  Company,  when
authorized  by or pursuant to a Board  Resolution  or a Company  Order,  and the
Trustee,  at any  time  and  from  time to  time,  may  enter  into  one or more
indentures  supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

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

                  (c) to cure any ambiguity or defect,  to correct or supplement
         any provision herein which may be inconsistent with any other provision
         herein,  or to make any other  provisions  with  respect  to matters or
         questions  arising under this  Indenture or the  Securities or make any
         other changes herein or therein;

                  (d) 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);

                  (e) to  comply  with any  requirement  in order to  effect  or
         maintain the  qualification of this Indenture under the Trust Indenture
         Act;

                  (f) to establish any form of Security,  as provided in Article
         2, and to  provide  for the  issuance  of any series of  Securities  as
         provided in Article 3 and to set forth the terms thereof, and/or to add
         to the rights of the Holders of the Securities of any series;

                  (g) to secure the Securities  pursuant to the  requirements of
         Section 3.1 or Section 10.10 or otherwise;

                  (h) to establish the form or terms of Securities of any series
         as permitted by Sections  2.1, 2.2 and 3.1;

                  (i) to evidence and provide for the  acceptance of appointment
         by another Person as a successor  Trustee hereunder with respect to one
         or  more  series  of  Securities  and to add  to or  change  any of the
         provisions  of this  Indenture  as shall be necessary to provide for or
         facilitate the  administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 6.11 hereof; or

                  (j) to provide for the issuance of  Securities  in bearer form
         with coupons as well as fully registered form.

                  No  supplemental  indenture  for the  purposes  identified  in
clause  (b),  (c) or (f) above may be entered  into if to do so would  adversely
affect the interest of the Holders of Securities of any series.

                  Section 9.2  Supplemental  Indentures With Consent of Holders.
With the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal  amount of the Outstanding  Securities of each series affected by such
supplemental  indenture or indentures,  by Act of said Holders  delivered to the
Company and the Trustee, when authorized by or pursuant to a Board Resolution or
a Company  Order,  the Company and the  Trustee may enter into an  indenture  or
indentures  supplemental  hereto for the purpose of adding any  provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of the  Securities  of each
such series under this Indenture;  provided,  however, that no such supplemental
indenture  shall,  without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated  Maturity  of the  principal  of, or any
         installment  of  principal or interest,  if any, 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 5.2, 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 Maturity or the Stated Maturity,  as the case may be, thereof
         (or, in the case of redemption or repayment, on or after the Redemption
         Date or the Repayment Date, as the case may be);

                  (2) reduce the percentage in aggregate 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 with certain  defaults  hereunder and
         their  consequences,  or the declaration of certain defaults hereunder,
         provided for in this Indenture; or

                  (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.8,  except to increase any such  percentage or to provide
         that certain other  provisions of this Indenture  cannot be modified or
         waived without the consent of the Holder of each  Outstanding  Security
         affected  thereby;  provided,  however,  that this clause  shall not be
         deemed to require the consent of any Holder with  respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 10.8, or the deletion of this proviso,  in accordance  with
         the requirements of Sections 6.11 and 9.1(i).

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

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

                  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 9.3 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  6.1) shall be fully  protected in relying  upon,  an Opinion of Counsel
stating that the  execution of such  supplemental  indenture  is  authorized  or
permitted by this Indenture and that such  supplemental  indenture has been duly
authorized,  executed and  delivered by the Company and  constitutes a valid and
legally  binding  obligation of the Company  enforceable  against the Company in
accordance with its terms.  The Trustee may, but shall not (except to the extent
required in the case of a  supplemental  indenture  entered into under  Sections
9.1(c),  9.1(f) or 9.1(i)) 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  9.4  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 to the extent provided therein.

                  Section  9.5  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 9.6 Reference in Securities to Supplemental Indentures
Securities of any series  authenticated and delivered after the execution of any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Company shall so determine,
new  Securities  of any series so modified as to conform,  in the opinion of the
Trustee and the Company, to any such supplemental  indenture may be prepared and
executed  by the  Company  and  authenticated  and  delivered  by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10

                                    Covenants

                  Section 10.1 Payment of Principal,  Premium and Interest. With
respect to each series of  Securities,  the Company will duly and punctually pay
the principal of (and premium,  if any) and interest on such  Securities of that
series in accordance with their terms and this  Indenture,  and will duly comply
with all the other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

                  Section 10.2  Maintenance of Office or Agency.  So long as any
of the Securities of a series remain  outstanding,  the Company will maintain an
office or agency in each Place of Payment where  Securities  may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer  or  exchange  and where  notice and  demands to or upon the Company in
respect of the  Securities  and this  Indenture may be served.  The Company will
give prompt written notice to the Trustee of the location,  and of any change in
the  location,  of such office or agency.  If at any time the  Company  fails to
maintain any such required office or agency or fails 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 Company
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
surrenders, notices and demands.

                  The Company 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 Company of its obligation to maintain
an office or agency in each Place of Payment  for  Securities  of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such  designation  or  rescission  and of any change in the location of any such
other office or agency.

                  Section 10.3 Money for Security  Payments to Be Held in Trust.
If the  Company  at any time  acts as its own  Paying  Agent  for any  series of
Securities, it will, on or before each due date of the principal of (or premium,
if any) or interest on, any of the Securities of such series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal  (or premium,  if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise  disposed of as herein provided,  and
will promptly notify the Trustee of its action or failure to so act.

                  Whenever  the Company  has one or more  Paying  Agents for any
series of Securities, it will, not later than 10:00 A.M., New York City time, on
or prior to each due date of the principal of (and premium,  if any) or interest
on,  any  Securities  of  such  series,  deposit  with a  Paying  Agent a sum in
immediately  available  funds  sufficient to pay the principal (and premium,  if
any) or interest so becoming  due,  such sum to be held in trust for the benefit
of the Persons entitled to such principal (and premium, if any) or interest, and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure to so act.

                  The  Company  will  cause  each  Paying  Agent  other than the
Trustee  for any series of  Securities  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

                  (a) hold all sums held by it for the payment of  principal  of
         (and premium, if any) or interest on Securities of such series in trust
         for the benefit of the Persons  entitled  thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

                  (b) give the Trustee  notice of any default by the Company (or
         any other obligor upon the  Securities of such series) in the making of
         any such payment of principal (and premium,  if any) or interest on the
         Securities of such series; and

                  (c) at any time during the  continuance  of any such  default,
         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 such series.

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

                  Any money  deposited with the Trustee or any Paying Agent,  or
then  held by the  Company,  in trust  for the  payment  of the  principal  (and
premium,  if any) or  interest  on any  Security  of any  series  and  remaining
unclaimed for two years after such principal  (and premium,  if any) or interest
has become due and payable shall be paid to the Company on Company  Request,  or
(if then held by the  Company)  shall be  discharged  from such  trust;  and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment  thereof,  and all  liability  of the Trustee or
such Paying  Agent with respect to such trust  money,  and all  liability of the
Company as trustee  thereof,  shall thereupon  cease. The Trustee or such Paying
Agent, before being required to make any such repayment,  may at the request and
expense of the Company cause to be published  once, in a newspaper  published in
the English language,  customarily published on each Business Day and of general
circulation in the Borough of Manhattan,  The City of New York, notice that such
money remains, a notice that such moneys remain 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 moneys then remaining will be repaid
to the Company.

                  The Company initially  authorizes the Trustee to act as Paying
Agent for the  Securities  on its  behalf.  The Company may at any time and from
time to time authorize one or more Persons to act as Paying Agent in addition to
or in place of the Trustee with respect to any series of Securities issued under
this Indenture.

                  Section  10.4  Statement  as to  Compliance.  The Company will
deliver to the  Trustee,  within 120 days after the end of each fiscal  year,  a
written statement signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company, stating that

                  (a) a review of the activities of the Company during such year
         and of the  Company's  performance  under this  Indenture and under the
         terms of the Securities has been made under his supervision; and

                  (b) to the best of his  knowledge,  based on such review,  the
         Company has  complied  with all  conditions  and  covenants  under this
         Indenture  through  such  year,  or, if there has been a default in the
         fulfillment  of any such  obligation  (without  regard to any period of
         grace or requirement of notice provided  hereunder) and, if the Company
         shall be in default,  specifying  all such  defaults and the nature and
         status  thereof of which he may have  knowledge,  specifying  each such
         default known to him and the nature and status thereof.

                  Section 10.5  Corporate  Existence.  Subject to Article 8, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its  corporate  existence and will use its best efforts to
do or cause to be done all things  necessary  to preserve and keep in full force
and effect its rights (charter and statutory) and franchises and such rights and
franchises of its Subsidiaries; provided, however, that the Company shall not be
required to preserve or to cause its  Subsidiaries to preserve any such right or
franchise  if the  Board of  Directors  shall  determine  that the  preservation
thereof is no longer desirable in the conduct of the business of the Company and
its   Subsidiaries   taken  as  a  whole  and  that  the  loss  thereof  is  not
disadvantageous in any material respect to the Holders.

                  Section 10.6 Maintenance of Properties. The Company will cause
all  tangible  properties  used or useful in the conduct of its  business or the
business of any Subsidiary to be maintained and kept in good  condition,  repair
and working order and supplied with such  necessary  equipment and will cause to
be  made  such  necessary  repairs,  renewals,  replacements,   betterments  and
improvements  thereof,  all as in the judgment of the Company may be  reasonably
necessary  so that  the  business  carried  on in  connection  therewith  may be
properly and  advantageously  conducted at all times;  provided,  however,  that
nothing in this Section 10.6 shall  prevent the Company from  discontinuing  the
operation or maintenance of any of such properties if such discontinuance is, in
the  judgment of the  Company,  desirable  in the conduct of its business or the
business of any Subsidiary and not  disadvantageous  in any material  respect to
the Holders.

                  Section  10.7  Maintenance  of  Insurance.  The  Company  will
maintain, and will cause each of its Subsidiaries to maintain, with insurers the
Company  reasonably  believes to be financially  sound and reputable,  insurance
deemed  adequate by the Company with respect to its  properties and business and
the  properties and business of its  Subsidiaries  against loss or damage of the
kinds  customarily  insured  against  by  corporations  in the  same or  similar
business. Such insurance may be subject to co-insurance deductibility or similar
clauses which, in effect,  result in self-insurance of certain losses,  provided
that each  self-insurance is in accord with the practices of corporations in the
same or similar  business and adequate  insurance  reserves  are  maintained  in
connection with such self-insurance.

                  Section 10.8 Waiver of Certain Covenants. The Company may omit
in any particular  instance to comply with any term,  provision or condition set
forth in Sections 9.1(b), 10.9, 10.10 or 10.11 hereof,  inclusive,  with respect
to the  Securities  of any  series if before  the time for such  compliance  the
Holders of at least a majority in aggregate  principal amount of the Outstanding
Securities  of such series  shall,  by Act of such  Holders,  either  waive such
compliance  in such  instance  or  generally  waive  compliance  with such term,
provision or condition,  but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective,  the obligations of the Company and the duties of
the Trustee in respect of any such term,  provision or condition shall remain in
full force and effect.

                  Section 10.9 Further Assurances. The Company shall, at its own
cost and expense,  execute and deliver to the Trustee all such other  documents,
instruments,  and  agreements  and do all such  other  acts and things as may be
reasonably  required,  in the opinion of the  Trustee,  to enable the Trustee to
exercise  and enforce its right under this  Indenture  and under the  documents,
instruments  and  agreements  required under this Indenture and to carry out the
intent of this Indenture.

                  Section  10.10  Restrictions  on  Liens.  To the  extent  this
covenant is made  applicable  to the  Securities  of a  particular  series,  the
Company will not, and will not permit any Subsidiary to, incur,  issue,  assume,
guarantee or permit to exist Indebtedness  secured by any Lien of the Company or
any Subsidiary  upon any of its respective  Property,  or upon shares of capital
stock or evidences of  Indebtedness  issued by any  Subsidiary  and owned by the
Company  or any  Subsidiary,  whether  owned  at the date of this  Indenture  or
thereafter  acquired,  without  making,  or  causing  such  Subsidiary  to make,
effective  provision to secure all of the  Securities  then  Outstanding by such
Lien, equally and ratably with any and all other  Indebtedness  thereby secured,
so long a such Indebtedness shall be so secured.

                  The  foregoing  restrictions  shall not apply to  Indebtedness
secured  by  Liens  existing  on the  date  of this  Indenture  or by any of the
following (the "Permitted Encumbrances"):

                  (a) Liens on any Property acquired, constructed or improved by
         the Company or any Subsidiary  after the date of this  Indenture  which
         are  created  or  assumed   contemporaneously  with  such  acquisition,
         construction  or  improvement,  or within 180 days after the completion
         thereof, to secure or provide for the payment of all or any part of the
         cost  of  such  acquisition,  construction  or  improvement  (including
         related  expenditures  capitalized  for federal  income tax purposes in
         connection therewith) incurred after the date of this Indenture;

                  (b) Liens of or upon any property,  shares of capital stock or
         Indebtedness  existing at the time of acquisition  thereof,  whether by
         merger, consolidation, purchase, lease or otherwise (including Liens of
         or  upon  property,  shares  of  capital  stock  or  Indebtedness  of a
         corporation   existing   at  the  time  such   corporation   becomes  a
         Subsidiary);

                  (c)  Liens in favor of the Company or any Subsidiary;

                  (d)  Liens in favor of the  United  States of  America  or any
         state  thereof,  or  any  department,   agency  or  instrumentality  or
         political  subdivision  of the  United  States of  America or any State
         thereof or political  entity  affiliated  therewith to secure  partial,
         progress, advance or other payments, or other obligations,  pursuant to
         any contract or statute or to secure any Indebtedness  incurred for the
         purpose  of  financing  all  or any  part  of the  cost  of  acquiring,
         constructing or improving the property subject to such Liens (including
         Liens incurred in connection with pollution control, industrial revenue
         or similar financings);

                  (e)  Liens  on any  property  created,  assumed  or  otherwise
         brought  into  existence  in   contemplation   of  the  sale  or  other
         disposition of the underlying property, whether directly or indirectly,
         by way of share  disposition or otherwise;  provided that 180 days from
         the  creation  of such Liens the  Company  must have  disposed  of such
         property  and any  Indebtedness  secured by such Liens shall be without
         recourse to the Company or any Subsidiary;

                  (f)  Liens  imposed  by law,  such as  mechanics',  workmen's,
         repairmen's,  materialmen's,  carriers',  warehousemen's,  vendors'  or
         other  similar  liens  arising in the ordinary  course of business,  or
         governmental  (federal,  state  or  municipal)  liens  arising  out  of
         contracts  for the sale of  products  or services by the Company or any
         Subsidiary,  or deposits or pledges to obtain the release of any of the
         foregoing;

                  (g) Liens arising out of pledges or deposits  under  workmen's
         compensation  laws  or  similar  legislation  and  Liens  of  judgments
         thereunder  which  are  not  currently  dischargeable,  or  good  faith
         deposits in connection with bids,  tenders,  contracts  (other than for
         the payment of money) or leases to which the Company or any  Subsidiary
         is a party,  or deposits to secure public or statutory  obligations  of
         the Company or any Subsidiary, or deposits in connection with obtaining
         or  maintaining  self-insurance  or to obtain the  benefits of any law,
         regulation or arrangement pertaining to unemployment insurance, old age
         pensions,  social security or similar  matters,  or deposits of cash or
         obligations of the United States of America to secure surety, appeal or
         customs  bonds to which the Company or any  Subsidiary  is a party,  or
         deposits in  litigation or other  proceedings  such as, but not limited
         to, interpleader proceedings;

                  (h) Liens created by or resulting from any litigation or other
         proceeding  which  is being  contested  in good  faith  by  appropriate
         proceedings, including Liens arising out of judgments or awards against
         the Company or any Subsidiary with respect to which the Company or such
         Subsidiary is in good faith  prosecuting an appeal or  proceedings  for
         review;  or Liens  incurred  by the Company or any  Subsidiary  for the
         purpose  of  obtaining  a  stay  or  discharge  in  the  course  of any
         litigation or other  proceeding to which the Company or such Subsidiary
         is a party;

                  (i) Liens for taxes or assessments or governmental  charges or
         levies  not yet due or  delinquent,  or which  can  thereafter  be paid
         without  penalty,  or  which  are  being  contested  in good  faith  by
         appropriate proceedings;

                  (j)  Liens  consisting  of  easements,  rights-of-way,  zoning
         restrictions, restrictions on the use of real property, and defects and
         irregularities in the title thereto, landlords' liens and other similar
         liens and encumbrances none of which interferes materially with the use
         of the property  covered thereby in the ordinary course of the business
         of the Company or such  Subsidiary  and which do not, in the opinion of
         the Company, materially detract from the value of such properties; and

                  (k) any  extension,  renewal  or  replacement  (or  successive
         extensions,  renewals or  replacements),  as a whole or in part, of any
         Lien  referred to in the  foregoing  clauses  (a),  (b), or (e) to (j),
         inclusive;  provided that (i) such  extension,  renewal or  replacement
         Lien shall be limited to all or a part of the same property,  shares of
         stock or  Indebtedness  that  secured  the Lien  extended,  renewed  or
         replaced  (plus  improvements  on such property) and (ii) the amount of
         Indebtedness secured by such Lien at such time is not increased.

                  Notwithstanding   the   foregoing,   the   Company   and   its
Subsidiaries,  or any of them, may incur, issue, assume,  guarantee or permit to
exist  Indebtedness  secured by Liens without  equally and ratably  securing the
Securities of each series then Outstanding,  provided,  that at the time of such
incurrence,  issuance,  assumption  or guarantee of  Indebtedness,  after giving
effect  thereto and to the retirement of any  Indebtedness  of the Company or of
any Subsidiary which is concurrently being retired, the sum of (i) the aggregate
amount of all outstanding  Indebtedness of the Company and all the  Subsidiaries
secured  by Liens  which  could  not have  been  incurred,  issued,  assumed  or
guaranteed by the Company or a Subsidiary  without  equally or ratably  securing
the  Securities of each series then  Outstanding,  except for the  provisions of
this  paragraph,  plus  (ii)  the  Attributable  Value  of  Sale  and  Leaseback
Transactions  entered  into  pursuant to the  penultimate  paragraph  of Section
10.11,  does not at such time  exceed  the  greater  of 10% of the Net  Tangible
Assets or 10% of the Consolidated Capitalization of the Company.

                  Section 10.11 Restrictions on Sale and Leaseback Transactions.
To the extent made  applicable  to the  Securities of a particular  series,  the
Company will not itself,  and will not permit any  Subsidiary to, enter into any
arrangement  with any  Person,  providing  for the  leasing by the  Company or a
Subsidiary  for a period,  including  renewals,  in excess of three years of any
Property  which have been or are to be sold or transferred by the Company or any
Subsidiary  to  such  Person  (herein  referred  to  as a  "Sale  and  Leaseback
Transaction") unless either:

                  (a) The  Company  or such  Subsidiary  would,  at the  time of
         entering  into such  arrangement,  be  entitled,  without  equally  and
         ratably  securing the  Securities of each series then  Outstanding,  to
         incur,  issue,  assume or guarantee  Indebtedness  secured by a Lien on
         such property, pursuant to paragraphs (a) to (k), inclusive, of Section
         10.10; or

                  (b) the  Company,  within 180 days after the sale or  transfer
         shall  have been made by the  Company  or by a  Subsidiary,  applies an
         amount  equal to the  greater  of (i) the net  proceeds  of the sale of
         Property sold and leased back pursuant to such  arrangement or (ii) the
         fair market  value of the  Property so sold and leased back at the time
         of entering into such  arrangement  (as determined by any two Officers)
         to the retirement of Funded Indebtedness of the Company; provided, that
         the amount to be applied to the  retirement of Funded  Indebtedness  of
         the  Company  shall  be  reduced  by (i) the  principal  amount  of any
         Securities delivered within 120 days after such sale to the Trustee for
         retirement and  cancellation,  and (ii) the principal  amount of Funded
         Indebtedness, other than Securities, voluntarily retired by the Company
         within 120 days after such sale.

                  Notwithstanding   the   foregoing,   the   Company   and   its
Subsidiaries,  or any of them,  may enter into a Sale and Leaseback  Transaction
which would otherwise be prohibited by this Section 10.11, provided, that at the
time  of such  transaction,  after  giving  effect  thereto,  the sum of (i) the
aggregate amount of the Attributable  Value in respect of all Sale and Leaseback
Transactions existing at such time which could not have been entered into except
for the  provisions  of  this  paragraph  plus  (ii)  the  aggregate  amount  of
outstanding  Indebtedness  secured by Liens in reliance on the last paragraph of
Section  10.10  does  not at such  time  exceed  the  greater  of 10% of the Net
Tangible Assets or 10% of the Consolidated Capitalization of the Company.

                  A Sale and Leaseback Transaction shall not be deemed to result
in the creation of a Lien.

                  Section 10.12 Compliance with Laws. The Company will, and will
cause each of its  Subsidiaries  to,  comply with all  applicable  laws,  rules,
regulations  and  orders  of,  and all  applicable  restrictions  imposed by any
federal,  state or local governmental authority in respect of the conduct of its
business  and the  ownership  of its  properties,  except to the extent that any
non-compliance therewith would not have a material adverse effect.

         The Company will, and will cause each of its  Subsidiaries  to seek and
maintain such  governmental  licenses,  permits and approvals as are  reasonably
required to conduct the  business  engaged in by the Company or such  Subsidiary
and the failure of which to seek or maintain  would not have a material  adverse
effect.

                  Section 10.13  Payment of Taxes and Claims.  The Company will,
and will cause each of its Subsidiaries to, pay and discharge when due all taxes
and  claims  imposed  on it or on  its  income  or  profits  or on  any  of  its
properties,  except such taxes or portions  thereof that are being  contested in
good faith in appropriate  proceedings and for which  appropriate  reserves have
been established in accordance with generally accepted accounting  principles or
the  failure of which to pay and  discharge  would not have a  material  adverse
effect.


                                   ARTICLE 11

                            Redemption of Securities

                  Section  11.1  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 3.1 for such Securities) in accordance with this Article 11.

                  Section  11.2  Election  to  Redeem;  Notice to  Trustee.  The
election of the Company to redeem any Securities shall be evidenced by a Company
Order. In case of any redemption at the election of the Company of less than all
the  Securities of any series  (including any such  redemption  affecting only a
single  Security),  the Company shall,  at least 45 days prior to the Redemption
Date fixed by the Company  (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, 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 prior to
the expiration of any  restriction on such  redemption  provided in the terms of
such  Securities or elsewhere in this  Indenture,  the Company shall furnish the
Trustee  with  an  Officers'   Certificate   evidencing   compliance  with  such
restriction.

                  Section  11.3   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),  the particular  Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption  Date by the Trustee,  from the Outstanding
Securities of such series not previously  called for redemption,  by such method
as the  Trustee  shall deem fair and  appropriate  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,  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 Company in writing of
the  Securities  selected  for  redemption  as  aforesaid  and,  in  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 11.4 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 the Holder's address appearing in the Security Register.

                  All notices of redemption shall state:

                  (a)  the Redemption Date;

                  (b)  the Redemption Price;

                  (c) if less than all the Outstanding  Securities of any series
         consisting  of more  than a single  Security  are to be  redeemed,  the
         identification  (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
         consisting  of a single  Security  are to be  redeemed,  the  principal
         amount of the particular Security to be redeemed;

                  (d) that on the  Redemption  Date the  Redemption  Price  will
         become due and payable upon each such Security,  and that interest,  if
         any, thereon shall cease to accrue from and after said date;

                  (e) the place where such  Securities are to be surrendered for
         payment of the Redemption Price, which shall be the office or agency of
         the Company in the Place of Payment;

                  (f) if  applicable,  that the  redemption  is on  account of a
         sinking or purchase fund, or other analogous obligation; and

                  (g)  the "CUSIP" number, if any.

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

                  Section 11.5 Deposit of Redemption  Price.  On or prior to any
Redemption  Date,  the Company  shall  deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent,  segregate and hold
in trust as provided in Section  10.3) an amount of money  sufficient to pay the
Redemption  Price of, and  (except if the  Redemption  Date shall be an Interest
Payment Date) accrued  interest on, all the Securities  which are to be redeemed
on that date.

                  Section 11.6 Securities  Payable on Redemption Date. Notice of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified,  (premium,  if any) and accrued  interest and from and after
such date  (unless the Company  shall  default in the payment of the  Redemption
Price (premium,  if any) and accrued  interest) such  Securities  shall cease to
bear interest.  Upon surrender of any such Security for redemption in accordance
with such notice,  such Security  shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.1, 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  Record
Dates according to their terms and the provisions of Section 3.7.

                  If any  Security  called  for  redemption  is not 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.

                  Section 11.7  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 Company or the Trustee so requires,  due endorsement by,
or a written  instrument of transfer in form satisfactory to the Company and the
Trustee duly  executed  by, the Holder  thereof or the  Holder's  attorney  duly
authorized  in writing),  and the Company shall  execute,  and the Trustee shall
authenticate  and deliver to the Holder of such Security without service charge,
a new  Security  or  Securities  of the same  series and of like  tenor,  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;  provided, however, that if a Global Security is so
surrendered,  such new  Security so issued  shall be a new Global  Security in a
denomination  equal to the  unredeemed  portion of the  principal  of the Global
Security so surrendered.

                                   ARTICLE 12

                                  Sinking Funds

                  Section 12.1 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 3.1 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  12.2.
Each sinking fund payment  shall be applied to the  redemption  of Securities as
provided for by the terms of such Securities.

                  Section  12.2  Satisfaction  of  Sinking  Fund  Payments  with
Securities.  The  Company  (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
Company  pursuant to the terms of such  Securities or through the application of
permitted  optional  sinking  fund  payments  pursuant  to  the  terms  of  such
Securities,  in each case in satisfaction of all or any part of any sinking fund
payment  with  respect to 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  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 12.3  Redemption of Securities  for Sinking Fund.  Not
less than 35 days prior to each sinking  fund  payment date for any  Securities,
the Company will deliver to the Trustee an Officers' Certificate  specifying the
date and 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 12.2 and
will also deliver to the Trustee any  Securities  to be so  delivered.  Not less
than 32 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 11.3 and cause notice of the redemption  thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section  11.4.  Such notice  having been duly given,  the  redemption of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
11.6 and 11.7.

                                   ARTICLE 13

                       Defeasance and Covenant Defeasance

                  Section 13.1  Company's  Right with Respect to  Defeasance  or
Covenant  Defeasance.  The  Company  will have the right,  at any time,  to have
Section  13.2 or  Section  13.3  applied  to any  Securities  or any  series  of
Securities,  as the case may be (other than  Securities  of a series  designated
pursuant to Section 3.1 as not being defeasible pursuant to such Section 13.2 or
13.3), upon compliance with the conditions set forth below in this Article.  Any
such  request  shall  be  evidenced  by a  Company  Order or in  another  manner
specified as contemplated by Section 3.1 for such Securities.

                  Section 13.2  Defeasance  and  Discharge.  Upon the  Company's
exercise  of its right to have this  Section  applied to any  Securities  or any
series of  Securities,  as the case may be, the Company  shall be deemed to have
been discharged from its obligations with respect to such Securities as provided
in this Section on and after the date the  conditions  set forth in Section 13.4
are  satisfied  (hereinafter  called  "Defeasance").   For  this  purpose,  such
Defeasance  means that the Company  shall be deemed to have paid and  discharged
the entire Indebtedness represented by such Securities and to have satisfied all
its other  obligations  under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company,  shall
execute proper  instruments  acknowledging  the same),  subject to the following
which shall survive until otherwise terminated or discharged hereunder:  (a) the
rights of Holders of such  Securities  to  receive,  solely  from the trust fund
described  in  Section  13.4 and as more  fully set forth in such  Section,  (i)
payments in respect of the  principal  of and any  premium  and  interest on the
Outstanding  Securities on the Stated  Maturity of such principal or installment
of  principal  of and any  premium  or  interest  and  (ii) the  benefit  of any
mandatory sinking fund payments applicable to the Securities on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and  the  Securities,  (b)  the  Company's  obligations  with  respect  to  such
Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (c) the rights,  powers,
trusts,  duties and  immunities  of the Trustee  hereunder and (d) this Article.
Subject to compliance with this Article,  the Company may exercise its option to
have this Section applied to any Securities  notwithstanding  the prior exercise
of its option to have Section 13.3 applied to such Securities.

                  Section 13.3 Covenant Defeasance.  Upon the Company's exercise
of its right to have this  Section  applied to any  Securities  or any series of
Securities,  as the case may be,  (a) the  Company  shall be  released  from its
obligations under Sections 10.10 and 10.11, and any covenants  provided pursuant
to Section  3.1(k)  relating  to  covenants  of the  Company  with  respect to a
particular series of Securities, Section 9.1(b) or 9.1(h) for the benefit of the
Holders of such  Securities  and (b) the  occurrence  of any event  specified in
Sections  5.1(d)  (with  respect  to  Sections  10.10  and  10.11,  and any such
covenants  provided  pursuant to Section  3.1(k)  relating to  covenants  of the
Company with respect to a particular  series of  Securities,  Section  9.1(b) or
9.1(h)),  and 5.1(g) shall be deemed not to be or result in an Event of Default,
in each case with respect to such  Securities as provided in this Section on and
after  the  date  the  conditions  set  forth  in  Section  13.4  are  satisfied
(hereinafter  called  "Covenant  Defeasance").  For this purpose,  such Covenant
Defeasance means that, with respect to such Securities,  the Company may omit to
comply with and shall have no  liability  in respect of any term,  condition  or
limitation set forth in any such  specified  Section (to the extent so specified
in the case of Section 5.1(d)),  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.

                  Section 13.4 Conditions to Defeasance or Covenant  Defeasance.
The  following  shall be the  conditions to the  application  of Section 13.2 or
Section 13.3 to any Securities or any series of Securities, as the case may be:

                  (a) The Company shall  irrevocably have deposited or caused to
         be deposited with the Trustee (or another  trustee which  satisfies the
         requirements  contemplated by Section 6.9 and agrees to comply with the
         provisions  of this Article  applicable  to it) as trust funds in trust
         for the purpose of making the following payments,  specifically pledged
         as security for, and  dedicated  solely to, the benefits of the Holders
         of such  Securities,  (1) money in an  amount,  or (2) U.S.  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,
         money  in an  amount,  or  (3) a  combination  thereof,  in  each  case
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and  discharge,   (i)  the  principal  of  and  any  premium  and  each
         installment  of  principal  of and  any  premium  and  interest  on the
         Outstanding  Securities on the respective Stated  Maturities,  and (ii)
         any mandatory sinking fund payments applicable to the Securities on the
         day on which such payments are due and payable in  accordance  with the
         terms of this Indenture and such Securities.

                  (b) In the event of an election to have  Section 13.2 apply to
         any  Securities  or any series of  Securities,  as the case may be, the
         Company  shall  have  delivered  to the  Trustee  an Opinion of Counsel
         stating  that (1) the  Company  has  received  from,  or there has been
         published  by, the Internal  Revenue  Service a ruling or (2) since the
         date of this  instrument,  there  has been a change  in the  applicable
         federal  income tax law, in either case (1) or (2) to the effect  that,
         and based thereon such opinion shall confirm that,  the Holders of such
         Securities  will not  recognize  gain or loss for  federal  income  tax
         purposes as a result of the  deposit,  Defeasance  and  discharge to be
         effected with respect to such Securities and will be subject to federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (c) In the event of an election to have  Section 13.3 apply to
         any  Securities  or any series of  Securities,  as the case may be, the
         Company  shall have  delivered  to the Trustee an Opinion of Counsel to
         the effect that the Holders of such  Securities will not recognize gain
         or loss for federal  income tax purposes as a result of the deposit and
         Covenant  Defeasance to be effected with respect to such Securities and
         will be subject to federal  income tax on the same amount,  in the same
         manner and at the same times as would be the case if such  deposit  and
         Covenant Defeasance were not to occur.

                  (d) Such provision would not cause any Outstanding Securities,
         if then listed on any securities  exchange,  to be delisted as a result
         of such deposit.

                  (e) No event  which  is,  or after  notice or lapse of time or
         both would become,  an Event of Default with respect to such Securities
         shall have  occurred and be  continuing at the time of such deposit or,
         with regard to any such event  specified in Sections 5.1(e) and (f), at
         any time on or prior to the 90th day after the date of such deposit (it
         being  understood  that this  condition  shall not be deemed  satisfied
         until after such 90th day).

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

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

                  (h) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit  constituting an investment company
         within the  meaning of the  Investment  Company  Act unless  such trust
         shall  be  registered  under  such  Act  or  exempt  from  registration
         thereunder.

                  (i)  The  Company  shall  have  delivered  to the  Trustee  an
         Officer's  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 13.5 Deposited Money and U.S.  Government  Obligations
to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of the
last  paragraph  of  Section  10.3,  all money and U.S.  Government  Obligations
(including the proceeds thereof)  deposited with the Trustee or other qualifying
trustee  (solely for purposes of this Section and Section 13.6,  the Trustee and
any such other trustee are referred to collectively  as the "Trustee")  pursuant
to Section 13.4 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
(including  the  Company  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.  All money  deposited  with the Trustee  pursuant to this Section may be
invested  by the  Trustee  in U.S.  Government  Obligations  if the  Company  so
instructs pursuant to a Company Order.

                  The Company shall pay and  indemnify  the Trustee  against any
tax,  fee or other  charge  imposed on or assessed  against the U.S.  Government
Obligations  deposited  pursuant to Section 13.4 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  Company  from time to time upon  Company
Request  any money or U.S.  Government  Obligations  held by it as  provided  in
Section  13.4  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.

                  Section 13.6 Reinstatement. If the Trustee or the Paying Agent
is unable to apply any money in accordance with this Article with respect to any
Securities  by  reason  of any order or  judgment  of any court or  governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations  under this Indenture and such Securities from which the Company
has been  discharged  or  released  pursuant  to  Section  13.2 or 13.3 shall be
revived  and  reinstated  as though no deposit  had  occurred  pursuant  to this
Article  with  respect to such  Securities,  until  such time as the  Trustee or
Paying Agent is  permitted to apply all money held in trust  pursuant to Section
13.5 with respect to such Securities in accordance with this Article;  provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security  following such  reinstatement of its obligations,
the Company  shall be  subrogated  to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

(Corporate Seal)                   TEXAS-NEW MEXICO POWER COMPANY


                                    BY /s/ M.S. Cheema
                                       --------------------------
                                       Name:   M.S. Cheema
                                       Title:  Senior Vice President & 
                                               Chief Financial Officer

                                    Attest:


                                    BY /s/ Paul W. Talbot
                                       --------------------------- 
                                       Name:  Paul W. Talbot
                                       Title: Secretary



(SEAL)                              CHASE BANK OF TEXAS, N.A., TRUSTEE



                                    BY /s/ John G. Jones
                                       -----------------------------
                                       Name: John G. Jones
                                       Title: Vice President

                                    Attest:


                                    BY /s/ Michael A. Scrivner
                                       -----------------------------
                                       Name:  Michael A. Scrivner
                                       Title: Vice President



STATE OF NEW YORK                    )
                                     )
COUNTY OF NEW YORK                   )


         On this 11th day of January,  1999, before me, Rafael Beaumont,  Notary
Public in and for the  County and State  aforesaid,  personally  appeared  M. S.
Cheema,  to me personally  known, and known to me to be the person whose name is
subscribed  to the  foregoing  instrument  and  known  to me to be  Senior  Vice
President of TEXAS-NEW MEXICO POWER COMPANY, a Texas  corporation,  who being by
me duly sworn, did say that he resides in Weatherford,  Texas, that he is Senior
Vice President of said TEXAS-NEW  MEXICO POWER COMPANY and that the seal affixed
to said  instrument is the  corporate  seal of said  corporation,  and that said
instrument  was signed and sealed in behalf of said  corporation by authority of
its Board of Directors; and said M. S. Cheema acknowledged said instrument to be
the  free  act and  deed of said  corporation,  and  acknowledged  to me that he
executed said instrument for the purposes and  consideration  therein  expressed
and as the act of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
11th day of January, 1999.
                               
                                             /s/ Rafael Beaumont
                                             -----------------------
(NOTARIAL SEAL)



STATE OF TEXAS                                   )
                                                 )
COUNTY OF DALLAS                                 )

     Before me, a Notary Public, on this day personally  appeared John G. Jones,
known  to me to be the  person  and  officer  whose  name is  subscribed  to the
foregoing  instrument and  acknowledged to me that the same was the act of Chase
Bank of  Texas,  N.A.,  and  that he has  executed  the same on  behalf  of said
corporation for the purposes and  consideration  therein  expressed,  and in the
capacity therein stated.

     Given under my hand and seal of office this 8th day of January, 1999.


                                              /s/ Patricia D. Blue
                                              ------------------------
                                              Notary Public in and for the State
                                              of Texas

(PERSONALIZED SEAL)



<PAGE>


                                    EXHIBIT A

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

THIS SECURITY IS A GLOBAL  SECURITY AS REFERRED TO IN THE INDENTURE  HEREINAFTER
REFERENCED.  UNLESS  AND  UNTIL  IT IS  EXCHANGED  IN  WHOLE  OR IN PART FOR THE
INDIVIDUAL  SECURITIES  REPRESENTED  HEREBY,  THIS  GLOBAL  SECURITY  MAY NOT BE
TRANSFERRED  EXCEPT AS A WHOLE BY THE  DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER  NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

                         TEXAS-NEW MEXICO POWER COMPANY

                                  % ------ DUE

                                                            $-----------------

No.

                                                        CUSIP _________________

                  TEXAS-NEW  MEXICO POWER COMPANY,  a corporation duly organized
and existing  under the laws of The State of Texas (herein called the "Company,"
which term includes any successor under the Indenture  hereinafter referred to),
for  value  received,  hereby  promises  to pay to or  registered  assigns,  the
principal sum of $
 on [if the Security is to bear interest  prior to Maturity,  insert -- , and to
pay  interest  thereon from , or from the most recent  Interest  Payment Date to
which interest has been paid or duly provided for, semi-annually on and
                   in each year,  commencing , at the rate per annum provided in
the title  hereof,  until the  principal  hereof is paid or made  available  for
payment [if applicable,  insert -- , and, subject to the terms of the Indenture,
at the rate of % per annum on any  overdue  principal  and  premium  and (to the
extent that the payment of such interest  shall be legally  enforceable)  on any
overdue installment of interest,  from the dates such amounts are due until they
are paid or made  available for payment,  and such interest  shall be payable on
demand].  The interest so payable,  and punctually paid or duly provided for, on
any Interest  Payment Date will, as provided in such  Indenture,  be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest, which shall be the or (whether or not a Business Day), as the case may
be,  next  preceding  such  Interest  Payment  Date.  Any such  interest  not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities  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] of this Security shall bear interest at the rate of % per annum (to the
extent that the payment of such interest  shall be legally  enforceable),  which
shall  accrue  from the date of such  default in payment to the date  payment of
such  principal  has been made or duly  provided  for.  Interest  on any overdue
principal  or  premium  shall be payable on  demand.  Any such  interest  on any
overdue principal [or premium] that is not so paid on demand shall bear interest
at the rate of % per annum (to the  extent  that the  payment  of such  interest
shall be legally  enforceable),  which shall accrue from the date of such demand
for payment to the date payment of such  interest has been made or duly provided
for, and such interest shall also be payable on demand.]

                  Payment  of  the  principal  of  (and  premium,  if  any)  and
interest[, if any,] on this Security will be made at the office or agency of the
Company maintained for that purpose in , in [such coin or currency of the United
States of America as at the time of payment is legal  tender for the  payment of
public and private debts -- or state other currency]; [if this Security is not a
Global Security, insert -- provided,  however, that at the option of the Company
payment of  interest  may be made by check  mailed to the  address of the Person
entitled thereto as such address shall appear in the Security Register].

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

                  Unless  the  certificate  of  authentication  hereon  has been
manually  executed  by or on behalf of the  Trustee  under the  Indenture,  this
Security shall not be entitled to any benefits under the Indenture,  or be valid
or obligatory for any purpose.



                  IN WITNESS WHEREOF,  TEXAS-NEW MEXICO POWER COMPANY has caused
this Security to be duly executed.

Dated:                                           TEXAS-NEW MEXICO POWER COMPANY

                                                 by


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




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                                                   ,
                                                              as Trustee,




                                                     BY
                                                          Authorized Signatory


<PAGE>


                              [REVERSE OF SECURITY]

                  This  Security  is  one  of  the  duly  authorized   issue  of
debentures,  notes,  bonds or other  evidences  of  indebtedness  of the Company
(hereinafter called the "Securities"),  of the series hereinafter specified, all
issued or to be issued under and pursuant to the Indenture dated as of [ ], 1998
(hereinafter called the "Indenture"), duly executed and delivered by the Company
and [ ], as Trustee  (herein  called the  "Trustee",  which  term  includes  any
successor  trustee  under  the  Indenture),  to which  Indenture  and any  other
indentures  supplemental thereto reference is hereby made for a statement of the
respective  rights,  limitations of rights,  obligations,  duties and immunities
thereunder of the Trustee and any agent of the Trustee,  any Paying  Agent,  the
Company  and the  Holders  of the  Securities  and of the terms  upon  which the
Securities are issued and are to be authenticated  and delivered.  This Security
is one of the series  designated on the face hereof [if applicable,  insert -- ,
limited  in  aggregate  principal  amount  to  $--------.  By the  terms  of the
Indenture,  additional Securities [if applicable,  insert -- of this series and]
of other separate series,  which may vary as to date,  amount,  Stated Maturity,
interest rate or method of  calculating  the interest rate and in other respects
as therein provided, may be issued in an unlimited amount.]

                  [If  applicable,  insert -- This  security  is not  subject to
redemption  prior  to  the  Stated  Maturity.]  [If  applicable,   insert  --The
Securities  of this  series are subject to  redemption  upon not less than 30 or
more than 60 days'  notice by mail to the  Holders of such  Securities  at their
addresses in the Security Register for such series, [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 [on or after , 19 ], as a
whole or in part, at the election of the Company,  at the  following  Redemption
Prices (expressed as percentages of the principal amount):

                  If  redeemed  [on or before , %, and if  redeemed]  during the
12-month period beginning , of the years indicated:

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









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

                  [If  applicable,  insert --The  Securities  of this series are
subject to redemption upon not less than 30 or more than 60 days' notice by mail
to the Holders of such  Securities at their  addresses in the Security  Register
for such series, (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 Company,  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
                      For Redemption             Redemption Price For
                      Through Operation          Redemption Otherwise
                      of the                     Than 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 and unpaid interest to the Redemption
  Date, but interest  installments  whose Stated Maturity is on or prior to such
  Redemption Date will be payable to the Holders of such  Securities,  or one or
  more  Predecessor  Securities,  of  record  at the  close of  business  on the
  relevant  Record Dates referred to on the face hereof,  all as provided in the
  Indenture.]

                  [If applicable,  insert -- Notwithstanding the foregoing,  the
  Company  may  not,  prior  to ,  redeem  any  Securities  of  this  series  as
  contemplated  by [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  Company
  (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 [not less than]  [("mandatory  sinking  fund") and, at
  the  option of the  Company,  not more than ]  aggregate  principal  amount of
  Securities of this series.  [Securities of this series acquired or redeemed by
  the Company  otherwise than through  [mandatory]  sinking fund payments may be
  credited  against  subsequent  [mandatory]  sinking  fund  payments  otherwise
  required to be made in the 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.]

                  The Indenture  contains  provisions  for defeasance of (a) the
  entire  indebtedness  of this Security and (b) certain  restrictive  covenants
  upon compliance by the Company with certain conditions set forth therein.

                  [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 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 (the "Acceleration Amount") 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  amount.  Upon payment (i) of the
  Acceleration  Amount so  declared  due and payable and (ii) of interest on any
  overdue  principal  and overdue  interest (in each case to the extent that the
  payment of such interest shall be legally  enforceable),  all of the Company's
  obligations  in respect of the payment of the  principal of and  interest,  if
  any, on the Securities of this series shall terminate.]

                  The  Indenture  permits,  with certain  exceptions  as therein
  provided,  the  amendment  thereof  and the  modification  of the  rights  and
  obligations  of the Company and the rights of the Holders of the Securities of
  each series to be affected  under the Indenture at any time by the Company and
  the  Trustee  with the  consent  of the  Holders of a  majority  in  aggregate
  principal amount of the Securities at the time Outstanding of all series to be
  affected  (voting  as  a  class).  The  Indenture  also  contains   provisions
  permitting  the Holders of specified  percentages  in principal  amount of the
  Securities of each series at the time Outstanding, on behalf of the Holders of
  all Securities of such series, to waive compliance by the Company with certain
  provisions of the Indenture and certain past defaults  under the Indenture and
  their consequences.  Any such consent or waiver by the Holder of this Security
  shall be conclusive  and binding upon such Holder and upon all future  Holders
  of this Security and of any Security issued upon the  registration of transfer
  hereof or in exchange  herefor or in lieu  hereof,  whether or not notation of
  such consent or waiver is made upon this Security.

                  [If the Security is an Original Issue Discount Security, -- In
  determining  whether  the  Holders of the  requisite  principal  amount of the
  Outstanding  Securities  have  given  any  request,   demand,   authorization,
  direction,  notice,  consent or waiver under the Indenture or whether a quorum
  is present at a meeting of Holders of Securities,  the principal amount of any
  Original Issue Discount  Security that shall be deemed to be Outstanding shall
  be the amount of the principal thereof that would be due and payable as of the
  date of such determination upon the acceleration of the Maturity thereof.]

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

                  As   provided  in  the   Indenture   and  subject  to  certain
  limitations therein set forth, the transfer of this Security is registrable in
  the Security  Register,  upon surrender of this Security for  registration  of
  transfer  at the  office  or  agency of the  Company  in any  place  where the
  principal of (and premium, if any) and interest,  if any, on this Security are
  payable,  duly endorsed by, or accompanied by a written instrument of transfer
  in form  satisfactory to the Company and the Security  Registrar duly executed
  by,  the  Holder  hereof or 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 $ 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 Company may require payment of a sum sufficient
  to cover any tax or other governmental charge payable in connection therewith.

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

                  This Security shall be governed by and construed in accordance
with the laws of the State of New York.

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