<PAGE>

                                                                  EXHIBIT 4(yyy)



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

                              TXU EUROPE GROUP PLC
                                                  ISSUER

                                       AND

                               TXU EUROPE LIMITED,
                                                  GUARANTOR

                                       TO

                              THE BANK OF NEW YORK
                                                  TRUSTEE




                                    ---------

                                    INDENTURE
                  (FOR UNSECURED SUBORDINATED DEBT SECURITIES)

                            DATED AS OF MARCH 2, 2000


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

                                TABLE OF CONTENTS


PARTIES....................................................................1
RECITAL OF THE COMPANY.....................................................1
RECITAL OF THE GUARANTOR...................................................1
ARTICLE ONE................................................................1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................1
         SECTION 101. Definitions..........................................1
              Act..........................................................2
              Additional Amounts...........................................2
              Affiliate....................................................2
              Agreement of Limited Partnership.............................2
              Authenticating Agent.........................................2
              Authorized Officer...........................................2
              Board of Directors...........................................2
              Board Resolution.............................................2
              Business Day.................................................3
              Commission...................................................3
              Company......................................................3
              Company Request..............................................3
              Company Order................................................3
              Corporate Trust Office.......................................3
              corporation..................................................3
              Defaulted Interest...........................................3
              Discount Security............................................3
              Dollar.......................................................3
              $............................................................3
              Eligible Obligations.........................................3
              Event of Default.............................................4
              Governmental Authority.......................................4
              Government Obligations.......................................4
              Guarantee....................................................4
              Guarantor....................................................4
              Guarantor Order..............................................4
              Guarantor Request............................................4
              Holder.......................................................4
              Indenture....................................................4
              Interest Payment Date........................................4
              Judgment Currency............................................4
              Jurisdiction of Incorporation................................5
              Maturity.....................................................5
              Officer's Certificate........................................5
              Opinion of Counsel...........................................5
              Outstanding..................................................5
              Partnership..................................................6
              Preferred Partners Securities................................6
              Preferred Trust Securities...................................6
              Paying Agent.................................................6
              Periodic Offering............................................6
              Person.......................................................6


                                      -i-
<PAGE>

              Place of Payment.............................................7
              Predecessor Security.........................................7
              Redemption Date..............................................7
              Redemption Price.............................................7
              Regular Record Date..........................................7
              Required Currency............................................7
              Responsible Officer..........................................7
              Securities...................................................7
              Security Register............................................7
              Security Registrar...........................................7
              Senior Indebtedness..........................................7
              Special Record Date..........................................8
              Stated Interest Rate.........................................8
              Stated Maturity..............................................8
              Tranche......................................................8
              Trust........................................................8
              Trust Agreement..............................................8
              Trust Indenture Act..........................................8
              Trustee......................................................8
              United States................................................8
         SECTION 102. Compliance Certificates and Opinions.................8
         SECTION 103. Form of Documents Delivered to Trustee...............9
         SECTION 104. Acts of Holders.....................................10
         SECTION 105. Notices, etc. to Trustee, Company or Guarantor......11
         SECTION 106. Notice to Holders of Securities; Waiver.............12
         SECTION 107. Trust Indenture Act.................................13
         SECTION 108. Effect of Headings and Table of Contents............13
         SECTION 109. Successors and Assigns..............................13
         SECTION 110. Separability Clause.................................13
         SECTION 111. Benefits of Indenture...............................13
         SECTION 112. Governing Law.......................................14
         SECTION 113. Legal Holidays......................................14
         SECTION 114. Agent to Receive Service of Process.................14
         SECTION 115. Consent to Jurisdiction; Appointment of Agent
                         for Service; Judgment Currency; Waiver
                         of Immunities....................................14
ARTICLE TWO...............................................................16
SECURITY FORMS............................................................16
         SECTION 201. Forms Generally.....................................16
         SECTION 202. Form of Trustee's Certificate of Authentication.....16
ARTICLE THREE.............................................................17
THE SECURITIES............................................................17
         SECTION 301. Amount Unlimited; Issuable in Series................17
         SECTION 302. Denominations.......................................20
         SECTION 303. Execution, Authentication, Delivery and Dating......20
         SECTION 304. Temporary Securities................................23
         SECTION 305. Registration, Registration of Transfer and Exchange.23
         SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities....25
         SECTION 307. Payment of Interest; Interest Rights Preserved......25
         SECTION 308. Persons Deemed Owners...............................26
         SECTION 309. Cancellation by Security Registrar..................26
         SECTION 310. Computation of Interest.............................27


                                      -ii-
<PAGE>

         SECTION 311. Payment to Be in Proper Currency....................27
         SECTION 312. Extension of Interest Payment.......................27
ARTICLE FOUR..............................................................28
REDEMPTION OF SECURITIES..................................................28
         SECTION 401. Applicability of Article............................28
         SECTION 402. Election to Redeem; Notice to Trustee...............28
         SECTION 403. Selection of Securities to Be Redeemed..............28
         SECTION 404. Notice of Redemption................................29
         SECTION 405. Securities Payable on Redemption Date...............30
         SECTION 406. Securities Redeemed in Part.........................30
ARTICLE FIVE..............................................................30
SINKING FUNDS.............................................................30
         SECTION 501. Applicability of Article............................30
         SECTION 502. Satisfaction of Sinking Fund Payments
                         with Securities..................................31
         SECTION 503. Redemption of Securities for Sinking Fund...........31
ARTICLE SIX...............................................................32
COVENANTS.................................................................32
         SECTION 601. Payment of Principal, Premium and Interest..........32
         SECTION 602. Maintenance of Office or Agency.....................32
         SECTION 603. Money for Securities Payments to Be Held in Trust...32
         SECTION 604. Corporate Existence.................................34
         SECTION 605. Maintenance of Corporate Records; Protection
                         of Assets........................................34
         SECTION 606. Annual Officer's Certificate as to Compliance.......34
         SECTION 607. Waiver of Certain Covenants.........................34
ARTICLE SEVEN.............................................................35
SATISFACTION AND DISCHARGE................................................35
         SECTION 701. Satisfaction and Discharge of Securities............35
         SECTION 702. Satisfaction and Discharge of Indenture.............37
         SECTION 703. Application of Trust Money..........................37
ARTICLE EIGHT.............................................................38
EVENTS OF DEFAULT; REMEDIES...............................................38
         SECTION 801. Events of Default...................................38
         SECTION 802. Acceleration of Maturity; Rescission and Annulment..39
         SECTION 803. Collection of Indebtedness and Suits for
                         Enforcement by Trustee...........................40
         SECTION 804. Trustee May File Proofs of Claim....................41
         SECTION 805. Trustee May Enforce Claims Without Possession
                         of Securities....................................41
         SECTION 806. Application of Money Collected......................41
         SECTION 807. Limitation on Suits.................................42
         SECTION 808. Unconditional Right of Holders to Receive
                         Principal, Premium and Interest..................42
         SECTION 809. Restoration of Rights and Remedies..................43
         SECTION 810. Rights and Remedies Cumulative......................43
         SECTION 811. Delay or Omission Not Waiver........................43
         SECTION 812. Control by Holders of Securities....................43
         SECTION 813. Waiver of Past Defaults.............................44
         SECTION 814. Undertaking for Costs...............................44
         SECTION 815. Waiver of Stay or Extension Laws....................44
ARTICLE NINE..............................................................45
THE TRUSTEE...............................................................45
         SECTION 901. Certain Duties and Responsibilities.................45


                                     -iii-
<PAGE>

         SECTION 902. Notice of Defaults..................................45
         SECTION 903. Certain Rights of Trustee...........................46
         SECTION 904. Not Responsible for Recitals or Issuance
                         of Securities....................................47
         SECTION 905. May Hold Securities.................................47
         SECTION 906. Money Held in Trust.................................47
         SECTION 907. Compensation and Reimbursement......................47
         SECTION 908. Disqualification; Conflicting Interests.............48
         SECTION 909. Corporate Trustee Required; Eligibility.............48
         SECTION 910. Resignation and Removal; Appointment of Successor...49
         SECTION 911. Acceptance of Appointment by Successor..............50
         SECTION 912. Merger, Conversion, Consolidation or Succession
                         to Business......................................51
         SECTION 913. Preferential Collection of Claims Against Company...51
         SECTION 914. Co-trustees and Separate Trustees...................52
         SECTION 915. Appointment of Authenticating Agent.................53
ARTICLE TEN...............................................................55
HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR..............55
         SECTION 1001. Lists of Holders...................................55
         SECTION 1002. Reports by Trustee, Company and Guarantor..........55
ARTICLE ELEVEN............................................................55
CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER.......................55
         SECTION 1101. Company or Guarantor May Consolidate, etc.,
                         Only on Certain Terms............................55
         SECTION 1102. Successor Corporation Substituted..................56
         SECTION 1103. Merger into Company or Guarantor;
                         Certain Transfers................................56
         SECTION 1104. Consolidation Defined..............................56
ARTICLE TWELVE............................................................56
SUPPLEMENTAL INDENTURES...................................................56
         SECTION 1201. Supplemental Indentures Without Consent of Holders.56
         SECTION 1202. Supplemental Indentures With Consent of Holders....58
         SECTION 1203. Execution of Supplemental Indentures...............59
         SECTION 1204. Effect of Supplemental Indentures..................59
         SECTION 1205. Conformity With Trust Indenture Act................59
         SECTION 1206. Reference in Securities to Supplemental Indentures.60
         SECTION 1207. Modification Without Supplemental Indenture........60
ARTICLE THIRTEEN..........................................................60
MEETINGS OF HOLDERS; ACTION WITHOUT MEETING...............................60
         SECTION 1301. Purposes for Which Meetings May Be Called..........60
         SECTION 1302. Call, Notice and Place of Meetings.................60
         SECTION 1303. Persons Entitled to Vote at Meetings...............61
         SECTION 1304. Quorum; Action.....................................61
         SECTION 1305. Attendance at Meetings; Determination of Voting
                         Rights; Conduct and Adjournment of Meetings......62
         SECTION 1306. Counting Votes and Recording Action of Meetings....63
         SECTION 1307. Action Without Meeting.............................63
ARTICLE FOURTEEN..........................................................63
GUARANTEE.................................................................63
         SECTION 1401. Guarantee..........................................63
         SECTION 1402. Execution and Delivery of Guarantee................65
ARTICLE FIFTEEN...........................................................65
IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS...........65
         SECTION 1501. Liability Solely Corporate.........................65


                                      -iv-
<PAGE>

ARTICLE SIXTEEN...........................................................66
SUBORDINATION OF SECURITIES...............................................66
         SECTION 1601. Securities Subordinate to Senior Indebtedness......66
         SECTION 1602. Payment Over of Proceeds of Securities.............66
         SECTION 1603. Disputes with Holders of Certain Senior
                         Indebtedness.....................................67
         SECTION 1604. Subrogation........................................68
         SECTION 1605. Obligation of the Company Unconditional............68
         SECTION 1606. Priority of Senior Indebtedness Upon Maturity......68
         SECTION 1607. Trustee as Holder of Senior Indebtedness...........69
         SECTION 1608. Notice to Trustee to Effectuate Subordination......69
         SECTION 1609. Modification, Extension, etc. of Senior
                         Indebtedness.....................................69
         SECTION 1610. Trustee Has No Fiduciary Duty to Holders of
                         Senior Indebtedness..............................69
     Paying Agents Other Than the Trustee.................................70
         SECTION 1612. Rights of Holders of Senior Indebtedness
                         Not Impaired.....................................70
         SECTION 1613. Effect of Subordination Provisions; Termination....70

Testimonium...............................................................70

Signatures................................................................70


                                      -v-
<PAGE>

                              TXU EUROPE GROUP PLC

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                    AND INDENTURE, DATED AS OF MARCH 2, 2000


TRUST INDENTURE ACT SECTION                                 INDENTURE SECTION

ss.310   (a)(1)....................................................909
         (a)(2)....................................................909
         (a)(3)....................................................914
         (a)(4)...............................................Not Applicable
         (b).......................................................908
         ..........................................................910
ss.311   (a).......................................................913
         (b).......................................................913
         (c).......................................................913
ss.312   (a)......................................................1001
         (b)......................................................1001
         (c)......................................................1001
ss.313   (a)......................................................1002
         (b)......................................................1002
         (c)......................................................1002
ss.314   (a)......................................................1002
         (a)(4)....................................................606
         (b)..................................................Not Applicable
         (c)(1)....................................................102
         (c)(2)....................................................102
         (c)(3)...............................................Not Applicable
         (d)..................................................Not Applicable
         (e).......................................................102
ss.315   (a).......................................................901
         ..........................................................903
         (b).......................................................902
         (c).......................................................901
         (d).......................................................901
         (e).......................................................814
ss.316   (a).......................................................812
         ..........................................................813
         (a)(1)(A).................................................802
         ..........................................................812
         (a)(1)(B).................................................813
         (a)(2)...............................................Not Applicable
         (b).......................................................808
ss.317   (a)(1)....................................................803
         (a)(2)....................................................804
         (b).......................................................603
ss.318   (a).......................................................107


                                      -vi-
<PAGE>

          INDENTURE, dated as of March 2, 2000, among TXU EUROPE GROUP PLC, a
public limited company duly incorporated and existing under the laws of England
and Wales (herein called the "Company"), having its registered office at The
Adelphi 1-11 John Adam Street, London, England WC2N 6HT, TXU EUROPE LIMITED, a
private limited company duly incorporated and existing under the laws of England
and Wales (herein called the "Guarantor"), having its principal office at The
Adelphi 1-11 John Adam Street, London, England WC2N 6HT and THE BANK OF NEW
YORK, a banking corporation of the State of New York, having its principal
corporate trust office at 101 Barclay Street, New York, New York 10286, as
Trustee (herein called the "Trustee").

                             RECITAL 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 unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series as contemplated herein with a Guarantee
endorsed thereon; and all acts necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been performed.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

                            RECITAL OF THE GUARANTOR

          The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the Guarantee of the Securities provided for herein;
and all acts necessary to make this Indenture a valid agreement of the
Guarantor, in accordance with its terms, have been performed.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

          (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 terms used herein without definition which are defined in 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 generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
<PAGE>

     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted in the United States at the
     date of such computation or, at the election of the Company from time to
     time, at the date of the execution and delivery of this Indenture;
     provided, however, that in determining generally accepted accounting
     principles applicable to the Company, the Company shall, to the extent
     required, conform to any order, rule or regulation of any administrative
     agency, regulatory authority or other governmental body having jurisdiction
     over the Company; and

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

          Certain terms, used principally in Article Nine, are defined in that
Article.

          "ACT", when used with respect to any Holder of a Security, has the
meaning specified in Section 104.

          "ADDITIONAL AMOUNTS" means amounts that may be payable with respect to
Securities of one or more series or Tranches as may be provided pursuant to
Section 301.

          "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 through one or
more intermediaries, whether through the ownership of voting securities, by
contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED" have
meanings correlative to the foregoing.

          "AGREEMENT OF LIMITED PARTNERSHIP" means the agreement of limited
partnership designated as such pursuant to Section 301 hereof with respect to
one or more series of Securities, as it may be amended from time to time.

          "AUTHENTICATING AGENT" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Securities or
Tranche thereof.

          "AUTHORIZED OFFICER" means the Chairman of the Board, any director,
any managing director, the President, any Vice President, the Treasurer, any
Assistant Treasurer, any authorized attorney, or any other officer or agent of
the Company or the Guarantor, as the case may be, authorized by a Board
Resolution of the Company or the Guarantor, as the case requires, to act in
respect of matters relating to this Indenture.

          "BOARD OF DIRECTORS" means either the board of directors of the
Company or the Guarantor, as the case requires, or any committee of that board
duly authorized to act in respect of matters relating to this Indenture or its
equivalent if the Company or the Guarantor has no board of directors.

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


                                       2
<PAGE>

          "BUSINESS DAY", when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 301.

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

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

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
instrument is located on the Floor 21W at 101 Barclay Street, New York, New York
10286.

          "CORPORATION" means a corporation, association, company, limited
liability company, partnership, joint stock company or business trust.

          "DEFAULTED INTEREST" has the meaning specified in Section 307.

          "DISCOUNT SECURITY" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 802. "Interest" with
respect to a Discount Security means interest, if any, borne by such Security at
a Stated Interest Rate.

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

          "ELIGIBLE OBLIGATIONS" means:

          (a) with respect to Securities denominated in Dollars, Government
     Obligations; or

          (b) with respect to Securities denominated in a currency other than
     Dollars or in a composite currency, such other obligations or instruments
     as shall be specified with respect to such Securities, as contemplated by
     Section 301.

          "EVENT OF DEFAULT" has the meaning specified in Section 801.

          "GOVERNMENTAL AUTHORITY" means the government of any country or state
or of any county, municipality or other political subdivision of any of the
foregoing, or any department, agency, authority or other instrumentality of any
of the foregoing.


                                       3
<PAGE>

          "GOVERNMENT OBLIGATIONS" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States and
     entitled to the benefit of the full faith and credit thereof; and

          (b) certificates, depositary receipts or other instruments which
     evidence a direct ownership interest in obligations described in clause (a)
     above or in any specific interest or principal payments due in respect
     thereof; provided, however, that the custodian of such obligations or
     specific interest or principal payments shall be a bank or trust company
     (which may include the Trustee or any Paying Agent) subject to Federal or
     state supervision or examination with a combined capital and surplus of at
     least $50,000,000; and provided, further, that except as may be otherwise
     required by law, such custodian shall be obligated to pay to the holders of
     such certificates, depositary receipts or other instruments the full amount
     received by such custodian in respect of such obligations or specific
     payments and shall not be permitted to make any deduction therefrom.

          "GUARANTEE" means any guarantee of the Guarantor endorsed on a
Security authenticated and delivered pursuant to this Indenture in the form
thereof established pursuant to Section 201 and shall include the guarantee set
forth in Section 1401.

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

          "GUARANTOR ORDER" or "GUARANTOR REQUEST" mean, respectively, a written
order or request, as the case may be, signed in the name of the Guarantor by an
Authorized Officer of the Guarantor and delivered to the Trustee.

          "HOLDER" means a Person in whose name a Security is registered in the
Security Register or, in the case of a Security issued in bearer form, the
bearer of such Security.

          "INDENTURE" means this instrument as originally executed and delivered
and 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 a particular series of
Securities established as contemplated by Section 301.

          "INTEREST PAYMENT DATE", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

          "JUDGMENT CURRENCY" has the meaning specified in Section 115(c).

          "JURISDICTION OF INCORPORATION" shall mean each jurisdiction in which
the Company or the Guarantor, as the case requires, is incorporated or
organized.

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


                                       4
<PAGE>

          "OFFICER'S CERTIFICATE" means a certificate signed by an Authorized
Officer of the Company or the Guarantor, as the case requires, and delivered to
the Trustee. An Officer's Certificate of the Company may be combined with an
Officer's Certificate of the Guarantor if signed by Authorized Officers of the
Company and the Guarantor.

          "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, as the case requires, or other counsel
acceptable to the Trustee.

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

          (a) Securities theretofore canceled or delivered to the Security
     Registrar for cancellation;

          (b) Securities deemed to have been paid in accordance with Section
     701; and

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

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

          (x) Securities owned by the Company or any other obligor upon the
     Securities or any Affiliate of the Company or of such other obligor (unless
     the Company, any such obligors and any such Affiliates own all Securities
     Outstanding under this Indenture, or (except for the purposes of actions to
     be taken by Holders of (i) more than one series voting as a class under
     Section 812 or (ii) more than one series or more than one Tranche, as the
     case may be, voting as a class under Section 1202) all Outstanding
     Securities of each series and each Tranche with respect to which such
     request, demand, authorization, direction, notice, consent or waiver is
     required, as the case may be), shall be disregarded and deemed not to be
     Outstanding, except that, in determining whether the Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver or upon any such determination as to
     the presence of a quorum, only Securities which the Trustee knows to be so
     owned shall be so disregarded; provided, however, that Securities so owned
     which have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Trustee the pledgee's right
     so to act with respect to such Securities and that the pledgee is not the
     Company or any other obligor upon the Securities or any Affiliate of the
     Company or of such other obligor;

          (y) the principal amount of a Discount Security that shall be deemed
     to be Outstanding for such purposes shall be the amount of the principal
     thereof that would be due and payable as of the date of such determination
     upon a declaration of acceleration of the Maturity thereof pursuant to
     Section 802; and

          (z) the principal amount of any Security which is denominated in a
     currency other than Dollars or in a composite currency that shall be deemed
     to be Outstanding for such purposes shall be the amount of Dollars which
     could have been purchased by the principal amount (or, in the case of a
     Discount Security, the Dollar equivalent on the date determined as set
     forth below of the amount determined as provided in (y) above) of such


                                       5
<PAGE>

     currency or composite currency evidenced by such Security, in each case
     certified to the Trustee in an Officer's Certificate of the Company, based
     (i) on the average of the mean of the buying and selling spot rates quoted
     by three banks which are members of the New York Clearing House Association
     selected by the Company in effect at 11:00 a.m. (New York time) in The City
     of New York on the fifth Business Day preceding any such determination or
     (ii) if on such fifth Business Day it shall not be possible or practicable
     to obtain such quotations from three such banks, on such other quotations
     or alternative methods of determination which shall be as consistent as
     practicable with the method set forth in (i) above;

provided, further, that, in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all
purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid.

          "PARTNERSHIP" means the partnership designated as such pursuant to
Section 301 hereof with respect to one or more series of Securities or any
permitted successors under the Agreement of Limited Partnership pertaining to
such partnership.

          "PREFERRED PARTNERSHIP SECURITIES" means the limited partnership
interests, if any, issued pursuant to the Agreement of Limited Partnership.

          "PREFERRED TRUST SECURITIES" means any preferred trust interests
issued by a Trust or similar securities issued by permitted successors to such
Trust in accordance with the Trust Agreement pertaining to such Trust

          "PAYING AGENT" means any Person, including the Company or the
Guarantor, authorized by the Company to pay the principal of, and premium, if
any, or interest, if any, on any Securities on behalf of the Company or the
Guarantor.

          "PERIODIC OFFERING" means an offering of Securities of a series from
time to time any or all of the specific terms of which Securities, including
without limitation 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, joint venture, trust or
unincorporated organization or any Governmental Authority.

          "PLACE OF PAYMENT", when used with respect to the Securities of any
series, or any Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and
premium, if any, and interest, if any, and Additional Amounts, if any, on the
Securities of such series or Tranche are payable.

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

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


                                       6
<PAGE>

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

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

          "REQUIRED CURRENCY" has the meaning specified in Section 311.

          "RESPONSIBLE OFFICER", when used with respect to the Trustee, means
any Vice President, Assistant Vice President, Trust Officer or other officer of
the Trustee assigned by the Trustee to the Corporation Trust Administration
Division of the Trustee (or any successor division or department of the
Trustee).

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

          "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

          "SENIOR INDEBTEDNESS" means all obligations (other than non-recourse
obligations and the indebtedness issued under this Indenture) of, or guaranteed
or assumed by, the Company for borrowed money, including both senior and
subordinated indebtedness for borrowed money (other than the Securities), or for
the payment of money relating to any lease which is capitalized on the
consolidated balance sheet of the Company and its subsidiaries in accordance
with generally accepted accounting principles as in effect from time to time, or
evidenced by bonds, debentures, notes or other similar instruments, and in each
case, amendments, renewals, extensions, modifications and refundings of any such
indebtedness or obligations, whether existing as of the date of this Indenture
or subsequently incurred by the Company unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding is not superior
in right of payment to or is pari passu with the Securities.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Securities of any series means a date fixed by the Trustee pursuant to Section
307.

          "STATED INTEREST RATE" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear simple interest. Any
calculation or other determination to be made under this Indenture by reference
to the Stated Interest Rate on a Security shall be made without regard to the
effective interest cost to the Company of such Security and without regard to
the Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Security.

          "STATED MATURITY", when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

          "TRANCHE" means a group of Securities which (a) are of the same series
and (b) have identical terms except as to principal amount and/or date of
issuance.


                                       7
<PAGE>

          "TRUST" means the trust designated as such pursuant to Section 301
hereof with respect to one or more series of Securities or any permitted
successors under the Trust Agreement pertaining to such Trust.

          "TRUST AGREEMENT" means the agreement designated as such pursuant to
Section 301 hereof with respect to one or more series of Securities, as it may
be amended from time to time.

          "TRUST INDENTURE ACT" means, as of any time, the Trust Indenture Act
of 1939, as amended, or any successor statute, as in effect at such time.

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

          "UNITED STATES" means the United States of America, its Territories,
its possessions and other areas subject to its political jurisdiction.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

          Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company and the Guarantor
shall each, if requested by the Trustee, furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action (including any covenants compliance
with which constitutes a condition precedent) have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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


                                       8
<PAGE>

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          Any certificate or opinion of an officer of the Company or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which such
officer's certificate or opinion are based are erroneous. Any such certificate
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual matters
is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous. In addition, any
Opinion of Counsel may be based (without further examination or investigation),
insofar as it relates to or is dependent upon matters covered in an Opinion of
Counsel rendered by other counsel, upon such other Opinion of Counsel, unless
such counsel has actual knowledge that the Opinion of Counsel rendered by such
other counsel with respect to the matters upon which his Opinion of Counsel may
be based as aforesaid are erroneous. If, in order to render any Opinion of
Counsel provided for herein, the signer thereof shall deem it necessary that
additional facts or matters be stated in any Officer's Certificate provided for
herein, then such certificate may state all such additional facts or matters as
the signer of such Opinion of Counsel may request.

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

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

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

SECTION 104. ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
     election, waiver or other action provided by this Indenture to be made,
     given or taken by Holders may be embodied in and evidenced by one or more


                                       9
<PAGE>

     instruments of substantially similar tenor signed by such Holders in person
     or by an agent duly appointed in writing or, alternatively, may be embodied
     in and evidenced by the record of Holders voting in favor thereof, either
     in person or by proxies duly appointed in writing, at any meeting of
     Holders duly called and held in accordance with the provisions of Article
     Thirteen, or a combination of such instruments and any such record. Except
     as herein otherwise expressly provided, such action shall become effective
     when such instrument or instruments or record or both are delivered to the
     Trustee and, where it is hereby expressly required, to the Company and the
     Guarantor. Such instrument or instruments and any such record (and the
     action embodied therein and evidenced thereby) are herein sometimes
     referred to as the "Act" of the Holders signing such instrument or
     instruments and so voting at any such meeting. Proof of execution of any
     such instrument or of a writing appointing any such agent, or of the
     holding by any Person of a Security, shall be sufficient for any purpose of
     this Indenture and (subject to Section 901) conclusive in favor of the
     Trustee, the Company and the Guarantor, if made in the manner provided in
     this Section. The record of any meeting of Holders shall be proved in the
     manner provided in Section 1306.

          (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 of such
     execution or by a certificate of a notary public or other officer
     authorized by law to take acknowledgments of deeds, certifying that the
     individual signing such instrument or writing acknowledged to him the
     execution thereof or may be proved in any other manner which the Trustee
     and the Company deem sufficient. Where such execution is by a signer acting
     in a capacity other than his individual capacity, such certificate or
     affidavit shall also constitute sufficient proof of his authority.

          (c) The principal amount (except as otherwise contemplated in clause
     (y) of the first proviso to the definition of Outstanding) and serial
     numbers of Securities held by any Person, and the date of holding the same,
     shall be proved by the Security Register; except that, with respect to
     Securities in bearer form, such information shall be proved by presentation
     of the Security to the Trustee or its designee.

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

          (e) Until such time as written instruments shall have been delivered
     to the Trustee with respect to the requisite percentage of principal amount
     of Securities for the action contemplated by such instruments, any such
     instrument executed and delivered by or on behalf of a Holder may be
     revoked with respect to any or all of such Securities by written notice by
     such Holder or any subsequent Holder, proven in the manner in which such
     instrument was proven.

          (f) Securities of any series, or any Tranche thereof, authenticated
     and delivered after any Act of Holders may, and shall if required by the
     Trustee, bear a notation in form approved by the Trustee as to any action
     taken by such Act of Holders. If the Company shall so determine, new
     Securities of any series, or any Tranche thereof, so modified as to
     conform, in the opinion of the Trustee and the Company, to such action may
     be prepared and executed by the Company and the Guarantor and authenticated
     and delivered by the Trustee in exchange for Outstanding Securities of such
     series or Tranche.


                                       10
<PAGE>

          (g) If the Company or Guarantor shall solicit from Holders any
     request, demand, authorization, direction, notice, consent, waiver or other
     Act, the Company may, at its option, fix in advance a record date for the
     determination of Holders entitled to give such request, demand,
     authorization, direction, notice, consent, waiver or other Act, but neither
     the Company nor the Guarantor shall have any obligation to do so. If such a
     record date is fixed, such request, demand, authorization, direction,
     notice, consent, waiver or other Act may be given before or after such
     record date, but only the Holders of record at the close of business on the
     record date shall be deemed to be Holders for the purposes of determining
     whether Holders of the requisite proportion of the Outstanding Securities
     have authorized or agreed or consented to such request, demand,
     authorization, direction, notice, consent, waiver or other Act, and for
     that purpose the Outstanding Securities shall be computed as of the record
     date.

SECTION 105. NOTICES, ETC. TO TRUSTEE, COMPANY OR GUARANTOR.

          Any request, demand, authorization, direction, notice, consent,
election, 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, the
Trustee by any Holder or by the Company or the Guarantor, or the Company or the
Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
delivered personally to an officer or other responsible employee of the
addressee at the applicable location set forth below or at such other location
as such party may from time to time designate by written notice, or transmitted
by facsimile transmission or other direct written electronic means to such
telephone number or other electronic communications address as the parties
hereto shall from time to time designate by written notice, or transmitted by
certified or registered mail, charges prepaid, to the applicable address set
forth below or to such other address as such party may from time to time
designate by written notice:

          If to the Trustee, to:

          The Bank of New York
          Corporate Trust Administration, Floor 21W
          101 Barclay Street
          New York, New York  10286

          Attention:     Vice President, Corporate Trust Administration;
                         re TXU Europe Limited
          Telephone:     (212) 815-5375
          Telecopy:      (212) 815-5915

          If to the Company, to:

          TXU Europe Group plc
          The Adelphi
          1-11 John Adam Street
          London, England WC2N 6HT

          Attention:     Treasurer
          Telephone:     44-171-879-8081
          Telecopy:      44-171-879-8082


                                       11
<PAGE>

          With a copy to:

          TXU Europe Limited
          The Adelphi
          1-11 John Adam Street
          London, England WC2N 6HT

          Attention:     Treasurer
          Telephone:     44-171-879-8081
          Telecopy:      44-171-879-8082

          If to the Guarantor, to:

          TXU Europe Limited
          The Adelphi
          1-11 John Adam Street
          London, England WC2N 6HT

          Attention:     Treasurer
          Telephone:     44-171-879-8081
          Telecopy:      44-171-879-8082

          Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, on the date of receipt, and if transmitted by certified or
registered mail, on the date of receipt.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

          Except as otherwise expressly provided herein or specified as
contemplated in Section 301 with respect to the Securities of any series, where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
the address of such Holder 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 case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders by mail (as in the case of bearer Securities where the address of the
Holder is not known to the Security Registrar), then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. 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.

          Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, 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.


                                       12
<PAGE>

SECTION 107. TRUST INDENTURE ACT.

          Although this Indenture is not, and is not expected to be, qualified
under the Trust Indenture Act, provisions of this Indenture that refer to the
Trust Indenture Act, other than the provisions of Article Ten of this Indenture,
shall be interpreted as through this Indenture were qualified under the Trust
Indenture Act. If any provision of this Indenture limits, qualifies or conflicts
with another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any of the provisions of the Trust
Indenture Act, such other provision shall control; and if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

          All covenants and agreements in this Indenture by the Company or the
Guarantor and Trustee shall bind their respective successors and assigns,
whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, nothing in this Indenture, the Securities or the
Guarantees, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder, the Holders and, so long as the notice
described in Section 1613 hereof has not been given, the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 112. GOVERNING LAW.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS, EXCEPT TO THE EXTENT THAT THE LAW OF
ANY OTHER JURISDICTION SHALL BE MANDATORILY APPLICABLE; PROVIDED, HOWEVER, THAT
ALL MATTERS GOVERNING THE AUTHORIZATION BY THE COMPANY OF THIS INDENTURE AND THE
SECURITIES, THE AUTHORIZATION OF THE GUARANTOR OF THE GUARANTEES AND THE
CORPORATE EXISTENCE OF THE COMPANY AND THE GUARANTOR, AS THE CASE MAY BE, WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE JURISDICTION
IN WHICH THE COMPANY OR THE GUARANTOR, AS THE CASE MAY BE, IS INCORPORATED OR
ORGANIZED.

SECTION 113. LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
other than a provision in Securities of any series, or any Tranche thereof, or


                                       13
<PAGE>

in the Board Resolution or Officer's Certificate which establishes the terms of
the Securities of such series or Tranche, which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
and premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment, with
the same force and effect, and in the same amount, as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, as the case may be,
and, if such payment is made or duly provided for on such Business Day, no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to such Business Day.

SECTION 114. AGENT TO RECEIVE SERVICE OF PROCESS.

          Unless otherwise specified in an Officer's Certificate of the Company
or the Guarantor delivered to the Trustee, Thelen Reid & Priest LLP in New York
City will be the authorized agent of the Company and the Guarantor to receive
service of process in the State of New York.

SECTION 115. CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE;
               JUDGMENT CURRENCY; WAIVER OF IMMUNITIES.

          (a) Consent to Jurisdiction. The Company and the Guarantor each
              -----------------------
     irrevocably consents to the nonexclusive jurisdiction of any court of the
     State of New York or any United States Federal court sitting, in each case,
     in the Borough of Manhattan, The City of New York, New York, United States
     of America, and any appellate court from any thereof in any suit, action or
     proceeding that may be brought in connection with this Indenture, the
     Securities or the Guarantees, and waives any immunity from the jurisdiction
     of such courts. The Company and the Guarantor each irrevocably waives, to
     the fullest extent permitted by law, any objection to any such suit, action
     or proceeding that may be brought in such courts whether on the grounds of
     venue, residence or domicile or on the ground that any such suit, action or
     proceeding has been brought in an inconvenient forum. The Company and the
     Guarantor each agrees, to the fullest extent that it lawfully may do so,
     that final judgment in any such suit, action or proceeding brought in such
     a court shall be conclusive and binding upon the Company or the Guarantor,
     as the case may be, and waives, to the fullest extent permitted by law, any
     objection to the enforcement by any competent court in the Jurisdiction of
     Incorporation of judgments validly obtained in any such court in New York
     on the basis of such suit, action or proceeding; provided, however, that
     the Company or the Guarantor does not waive, and the foregoing provisions
     of this sentence shall not constitute or be deemed to constitute a waiver
     of, (i) any right to appeal any such judgment, to seek any stay or
     otherwise to seek reconsideration or review of any such judgment, (ii) any
     stay of execution or levy pending an appeal from, or a suit, action or
     proceeding for reconsideration of, any such judgment, or (iii) any other
     right or remedy of the Company or the Guarantor to the extent not expressly
     waived in accordance with this Section 115.

          (b) Appointment of Agent for Service. The Company and the Guarantor
              --------------------------------
     each has designated and appointed Thelen Reid & Priest LLP, 40 West 57th
     Street, New York, New York 10019, as its authorized agent upon which
     process may be served in any suit or proceeding in any Federal or State
     court in the Borough of Manhattan, The City of New York arising out of or
     relating to the Securities, the Guarantees or this Indenture, but for that
     purpose only, and agrees that service of process upon said agent shall be
     deemed in every respect effective service of process upon it in any such
     suit or proceeding in any Federal or State court in the Borough of
     Manhattan, The City of New York. Such appointment shall be irrevocable so
     long as any of the Securities remain Outstanding until the appointment of a
     successor by the Company and the Guarantor and such successor's acceptance
     of such appointment. Upon such acceptance, the Company and the Guarantor


                                       14
<PAGE>

     shall notify the Trustee of the name and address of such successor. The
     Company and the Guarantor further agree to take any and all action,
     including the execution and filing of any and all such documents and
     instruments, as may be necessary to continue such designation and
     appointment of said agent in full force and effect so long as any of the
     Securities shall be Outstanding. The Trustee shall not be obligated and
     shall have no responsibility with respect to any failure by the Company or
     the Guarantor to take any such action.

               Nothing in this Section shall affect the right of the Trustee or
          any Holder of any Security to serve process in any manner permitted by
          applicable law or limit the right of the Trustee or any Holder of any
          Security to bring proceedings against the Company or the Guarantor in
          the courts of any other jurisdiction or jurisdictions.

          (c) Judgment Currency. The Company and the Guarantor each agrees, to
              -----------------
     the fullest extent that it may effectively do so under applicable law, that
     (a) if for the purpose of obtaining judgment in any court it is necessary
     to convert the sum due in respect of the principal of, or premium or
     interest, if any, on the Securities of any series from the Required
     Currency into a currency in which a judgment will be rendered (the
     "Judgment Currency"), the rate of exchange used shall be the rate at which,
     in accordance with normal banking procedures, the Trustee could purchase
     the Required Currency with the Judgment Currency and (b) its obligations
     under this Indenture to make payments in the Required Currency (i) shall
     not be discharged or satisfied by any tender, or any recovery pursuant to
     any judgment (whether or not entered in accordance with subsection (a)), in
     any currency other than the Required Currency, except to the extent that
     such tender or recovery shall result in the actual receipt, by the payee,
     of the full amount of the Required Currency expressed to be payable in
     respect of such payments, (ii) shall be enforceable as an alternative or
     additional cause of action for the purpose of recovering the amount, if any
     by which actual receipt shall fall short of the full amount of the Required
     Currency so expressed to be payable and (iii) shall not be affected by
     judgment being obtained for any other sum due under this Indenture.

          (d) Waiver of Immunities. To the extent that the Company, the
              --------------------
     Guarantor or any of their respective properties, assets or revenues may
     have or may hereafter become entitled to, or have attributed to it, any
     right of immunity, on the grounds of sovereignty or otherwise, from legal
     action, suit or proceeding, from the giving of any relief in any thereof,
     from set-off or counterclaim, from the jurisdiction of any court, from
     service of process, from attachment upon or prior to judgment, from
     attachment in aid of execution of judgment, or from execution of judgment,
     or other legal process or proceeding for the giving of any relief or for
     the enforcement of any judgment, in any jurisdiction in which proceedings
     may at any time be commenced, with respect to its obligations, liabilities
     or any other matter under or arising out of or in connection with this
     Indenture or the Securities issued hereunder or the Guarantees endorsed
     thereon, each of the Company and the Guarantor hereby irrevocably and
     unconditionally waives and agrees not to plead or claim, any such immunity
     and consents to such relief and enforcement. Nothing in this paragraph
     shall be deemed to waive any defense (other than such immunity) available
     to either the Company or the Guarantor.


                                       15
<PAGE>

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

          The definitive Securities of each series shall be in substantially the
form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or
in an Officer's Certificate of the Company pursuant to such supplemental
indenture or Board Resolution, in each case with such appropriate terms,
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Person executing such Securities, as
evidenced by their execution thereof. The Guarantees to be endorsed on such
Securities shall be in substantially the form or forms thereof established in an
indenture supplemental hereto establishing such series or in an Officer's
Certificate of the Guarantor delivered to the Trustee in connection with the
establishment of such series, in each case with such appropriate terms,
insertions, omissions, substitutions and other variations as may be determined
by the Authorized Officer signing such supplemental indenture or Officer's
Certificate, and may have such letters, numbers or other marks of identification
and such legends or endorsements place thereon as may be required to comply with
the rules of any securities exchange or as may, consistently herewith, be
determined by the Person executing such Guarantees. If the form or forms of
Securities of any series or Guarantees endorsed thereon, as the case may be, are
established in a Board Resolution or in an Officer's Certificate pursuant to a
Board Resolution, such Board Resolution and Officer's Certificate, if any, shall
be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

          Unless otherwise specified as contemplated by Section 301 or clause
(g) of Section 1201, the Securities of each series shall be issuable in
registered form without coupons. The definitive Securities and Guarantees
endorsed thereon shall be produced in such manner as shall be determined by the
Person executing such Securities or Guarantees, as evidenced by their execution
thereof.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          The Trustee's certificate of authentication shall be in substantially
the form set forth below:

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

Dated:
                                        [Name of Trustee]


                                        ---------------------------------
                                        as Trustee


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


                                       16
<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

          The Securities may be issued in one or more series. Subject to the
last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution of the Company, or in an
Officer's Certificate of the Company pursuant to a supplemental indenture or a
Board Resolution:

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

          (b) any limit upon the aggregate principal amount of the Securities of
     such 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 such
     series pursuant to Section 304, 305, 306, 406 or 1206 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (c) the Person or Persons (without specific identification) to whom
     interest on Securities of such series, or any Tranche thereof, shall be
     payable on any Interest Payment Date, if other than the Persons in whose
     names such Securities (or one or more Predecessor Securities) are
     registered at the close of business on the Regular Record Date for such
     interest;

          (d) the date or dates on which the principal of the Securities of such
     series, or any Tranche thereof, is payable or any formulary or other method
     or other means by which such date or dates shall be determined, by
     reference to an index or other fact or event ascertainable outside of this
     Indenture or otherwise (without regard to any provisions for redemption,
     prepayment, acceleration, purchase or extension);

          (e) the rate or rates at which the Securities of such series, or any
     Tranche thereof, shall bear interest, if any (including the rate or rates
     at which overdue principal shall bear interest, if different from the rate
     or rates at which such Securities shall bear interest prior to Maturity,
     and, if applicable, the rate or rates at which overdue premium or interest
     shall bear interest, if any), or any formulary or other method or other
     means by which such rate or rates shall be determined, by reference to an
     index or other fact or event ascertainable outside of this Indenture or
     otherwise; the date or dates from which such interest shall accrue; the
     Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date, if any, for the interest payable on such Securities on
     any Interest Payment Date; the right of the Company, if any, to extend the
     interest payment periods and the duration of any such extension as
     contemplated by Section 312; and the basis of computation of interest, if
     other than as provided in Section 310;

          (f) the place or places at which or methods by which (1) the principal
     of and premium, if any, and interest, if any, on Securities of such series,
     or any Tranche thereof, shall be payable, (2) registration of transfer of
     Securities of such series, or any Tranche thereof, may be effected, (3)
     exchanges of Securities of such series, or any Tranche thereof, may be


                                       17
<PAGE>

     effected and (4) notices and demands to or upon the Company in respect of
     the Securities of such series, or any Tranche thereof, and this Indenture
     may be served; the Security Registrar for such series or Tranche; and if
     such is the case, that the principal of such Securities shall be payable
     without presentment or surrender thereof;

          (g) the period or periods within which, or the date or dates on which,
     the price or prices at which and the terms and conditions upon which the
     Securities of such series, or any Tranche thereof, may be redeemed, in
     whole or in part, at the option of the Company and any restrictions on such
     redemptions, including but not limited to a restriction on a partial
     redemption by the Company of the Securities of any series, or any Tranche
     thereof, resulting in delisting of such Securities from any national
     exchange;

          (h) the obligation or obligations, if any, of the Company to redeem or
     purchase or repay the Securities of such series, or any Tranche thereof,
     pursuant to any sinking fund or other mandatory redemption provisions or at
     the option of a Holder thereof and the period or periods within which or
     the date or dates on which, the price or prices at which and the terms and
     conditions upon which such Securities shall be redeemed or purchased or
     repaid, in whole or in part, pursuant to such obligation, and applicable
     exceptions to the requirements of Section 404 in the case of mandatory
     redemption or redemption or repayment at the option of the Holder;

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

          (j) the currency or currencies, including composite currencies, in
     which payment of the principal of and premium, if any, and interest, if
     any, on the Securities of such series, or any Tranche thereof, shall be
     payable (if other than in Dollars);

          (k) if the principal of or premium, if any, or interest, if any, on
     the Securities of such series, or any Tranche thereof, 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;

          (l) if the principal of or premium, if any, or interest, if any, on
     the Securities of such series, or any Tranche thereof, are to be payable,
     or are to be payable at the election of the Company or a Holder thereof, in
     securities or other property, the type and amount of such securities or
     other property, or the formulary or other method or other means by which
     such amount shall be determined, and the period or periods within which,
     and the terms and conditions upon which, any such election may be made;

          (m) if the amount payable in respect of principal of or premium, if
     any, or interest, if any, on the Securities of such series, or any Tranche
     thereof, may be determined with reference to an index or other fact or
     event ascertainable outside of this Indenture, the manner in which such
     amounts shall be determined to the extent not established pursuant to
     clause (e) of this paragraph;

          (n) if other than the principal amount thereof, the portion of the
     principal amount of Securities of such series, or any Tranche thereof,
     which shall be payable upon declaration of acceleration of the Maturity
     thereof pursuant to Section 802;

          (o) any Events of Default, in addition to those specified in Section
     801, with respect to the Securities of such series, and any covenants of
     the Company or the Guarantor for the benefit of the Holders of the


                                       18
<PAGE>

     Securities of such series, or any Tranche thereof, in addition to those set
     forth in Article Six or any exceptions to those set forth in Article Six;

          (p) the terms, if any, pursuant to which the Securities of such
     series, or any Tranche thereof, may be converted into or exchanged for
     shares of capital stock or other securities of the Company or any other
     Person;

          (q) the obligations or instruments, if any, which shall be considered
     to be Eligible Obligations in respect of the Securities of such series, or
     any Tranche thereof, denominated in a currency other than Dollars or in a
     composite currency, and any additional or alternative provisions for the
     reinstatement of the Company's indebtedness in respect of such Securities
     after the satisfaction and discharge thereof as provided in Section 701;

          (r) if the Securities of such series, or any Tranche thereof, are to
     be issued in global form, (i) any limitations on the rights of the Holder
     or Holders of such Securities to transfer or exchange the same or to obtain
     the registration of transfer thereof, (ii) any limitations on the rights of
     the Holder or Holders thereof to obtain certificates therefor in definitive
     form in lieu of temporary form and (iii) any and all other matters
     incidental to such Securities;

          (s) if the Securities of such series, or any Tranche thereof, are to
     be issuable as bearer securities, any and all matters incidental thereto
     which are not specifically addressed in a supplemental indenture as
     contemplated by clause (g) of Section 1201;

          (t) to the extent not established pursuant to clause (r) of this
     paragraph, any limitations on the rights of the Holders of the Securities
     of such Series, or any Tranche thereof, to transfer or exchange such
     Securities or to obtain the registration of transfer thereof; and if a
     service charge will be made for the registration of transfer or exchange of
     Securities of such series, or any Tranche thereof, the amount or terms
     thereof;

          (u) any exceptions to Section 113, or variation in the definition of
     Business Day, with respect to the Securities of such series, or any Tranche
     thereof;

          (v) any collateral security or assurance for the Securities of such
     series;

          (w) any rights or duties of another Person to assume the obligations
     of the Company with respect to the Securities of such series (whether as
     joint obligor, primary obligor, secondary obligor or substitute obligor)
     and any rights or duties to discharge and release any obligor with respect
     to the Securities of such series or the Indenture to the extent related to
     such series;

          (x) any rights to change or eliminate any provision of this Indenture
     or to add any new provision to this Indenture (by supplemental indenture or
     otherwise) without the consent of the Holders of the Securities of such
     series, or with the consent of the Holders of the Securities of such series
     as specified for such series;

          (y) the agent of the Company and the Guarantor to receive service of
     process in the State of New York, if other than Thelen Reid & Priest LLP in
     New York City;

          (z) the designation of the Trust and the Partnership to which
     Securities of such series are to be issued;


                                       19
<PAGE>

          (aa) the terms relating to any Additional Amounts that may be payable
     in certain circumstances with respect to the Securities of such series; and

          (bb) any other terms of the Securities of such series, or any Tranche
     thereof, not inconsistent with the provisions of this Indenture.

          With respect to Securities of a series subject to a Periodic Offering,
the indenture supplemental hereto or the Board Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Board Resolution, as the case may be, may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of Section 303.

          The Securities of each series shall be subordinated in right of
payment to Senior Indebtedness as provided in Article Sixteen.

SECTION 302. DENOMINATIONS.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, the Securities of each
series shall be issuable in denominations of $25 and any integral multiple
thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, the Securities shall be
executed on behalf of the Company by an Authorized Officer of the Company, and
may have the corporate seal of the Company affixed thereto or reproduced thereon
attested by any other Authorized Officer of the Company or by the Secretary or
an Assistant Secretary of the Company. The signature of any or all of these
officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution Authorized Officers of the Company or the
Secretary or an Assistant Secretary 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.

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

          The Trustee shall authenticate and deliver Securities of a series with
the Guarantees endorsed thereon, for original issue, at one time or from time to
time in accordance with the Company Order referred to below, upon receipt by the
Trustee of:

          (a) the instrument or instruments establishing the form or forms and
     terms of the Securities of such series and the Guarantees to be endorsed
     thereon, as provided in Sections 201 and 301;


                                       20
<PAGE>

          (b) a Company Order requesting the authentication and delivery of such
     Securities, and, to the extent that the terms of such Securities shall not
     have been established in an indenture supplemental hereto or in a Board
     Resolution, or in an Officer's Certificate pursuant to a supplemental
     indenture or Board Resolution, all as contemplated by Sections 201 and 301,
     either (i) establishing such terms or (ii) in the case of Securities of a
     series subject to a Periodic Offering, specifying procedures, acceptable to
     the Trustee, by which such terms are to be established (which procedures
     may provide, to the extent acceptable to the Trustee, for authentication
     and delivery pursuant to oral or electronic instructions from the Company
     or any agent or agents thereof, which oral instructions are to be promptly
     confirmed electronically or in writing), in either case in accordance with
     the instrument or instruments delivered pursuant to clause (a) above;

          (c) A Guarantor Order (which may be combined with a Company Order
     hereunder) requesting authentication and delivery of the Guarantees to be
     endorsed on such Securities;

          (d) the Securities of such series, each executed on behalf of the
     Company by an Authorized Officer of the Company and having a Guarantee
     endorsed thereon executed on behalf of the Guarantor by an Authorized
     Officer of the Guarantor;

          (e) one or more Opinions of Counsel of the Company and the Guarantor
     to the effect that:

               (i)(A) the form or forms of such Securities have been duly
          authorized by the Company, (B) the form or forms of such Guarantees
          have been duly authorized by the Guarantor, and (C) the form or forms
          of the Securities and the Guarantees have been established in
          conformity with the provisions of this Indenture;

               (ii)(A) the terms of such Securities have been duly authorized by
          the Company, (B) the terms of such Guarantees have been duly
          authorized by the Guarantor, and (C) the terms of the Securities and
          the Guarantees have been established in conformity with the provisions
          of this Indenture; and

               (iii) such Securities and the Guarantees endorsed thereon, when
          authenticated and delivered by the Trustee and issued and delivered by
          the Company and the Guarantor in the manner and subject to any
          conditions specified in such Opinion of Counsel, will have been duly
          issued under this Indenture and will constitute valid and legally
          binding obligations of the Company and the Guarantor, respectively,
          entitled to the benefits provided by this Indenture, and enforceable
          in accordance with their terms, subject to laws relating to or
          affecting generally the enforcement of creditors' rights, including,
          without limitation, bankruptcy and insolvency laws and to general
          principles of equity (regardless of whether considered in a proceeding
          in equity or at law);

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Securities and the Guarantees endorsed thereon (provided that such Opinion of
Counsel addresses the authentication and delivery of all Securities of such
series) and that in lieu of the opinions described in clauses (ii) and (iii)
above Counsel may opine that:

               (x) when the terms of such Securities and the Guarantees endorsed
          thereon shall have been established pursuant to a Company Order or
          Orders and, if applicable, a Guarantor Order or Orders or pursuant to
          such procedures (acceptable to the Trustee) as may be specified from


                                       21
<PAGE>

          time to time by a Company Order or Orders, and, if applicable, a
          Guarantor Order or Orders all as contemplated by and in accordance
          with the instrument or instruments delivered pursuant to clause (a)
          above, such terms will have been duly authorized by the Company and
          the Guarantor, respectively, and will have been established in
          conformity with the provisions of this Indenture; and

               (y) such Securities and the Guarantees endorsed thereon, when (1)
          executed by the Company or the Guarantor, as the case may be, (2)
          authenticated and delivered by the Trustee in accordance with this
          Indenture and the Company Order or Orders or specified procedures
          referred to in paragraph (x) above, (3) issued and delivered by the
          Company and the Guarantor in the manner and subject to any conditions
          specified in such Opinion of Counsel, and (4) paid for, all as
          contemplated by and in accordance with the aforesaid Company Order or
          Orders and, if applicable, a Guarantor Order or Orders or specified
          procedures, as the case may be, will have been duly issued under this
          Indenture and will constitute valid and legally binding obligations of
          the Company and the Guarantor, respectively, entitled to the benefits
          provided by the Indenture, and enforceable in accordance with their
          terms, subject, as to enforcement, to laws relating to or affecting
          generally the enforcement of creditors' rights, including, without
          limitation, bankruptcy and insolvency laws, and to general principles
          of equity (regardless of whether such enforceability is considered in
          a proceeding in equity or at law).

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company and
the Guarantor of any of such Securities and Guarantees, the form and terms
thereof, the legality, validity, binding effect and enforceability thereof, and
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion of Counsel and other documents
delivered pursuant to Sections 201 and 301 and this Section, as applicable, at
or prior to the time of the first authentication of Securities of such series
with the Guarantees endorsed thereon, unless and until such opinion or other
documents have been superseded or revoked or expire by their terms. In
connection with the authentication and delivery of Securities of a series with
Guarantees endorsed thereon, pursuant to a Periodic Offering, the Trustee shall
be entitled to assume that the Company's instructions to authenticate and
deliver such Securities and the Guarantor's approval of the delivery of the
Guarantees thereon, do not violate any applicable law or any applicable rule,
regulation or order of any Governmental Authority having jurisdiction over the
Company or the Guarantor.

          If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely 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 specified as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, each Security, and any
Guarantee endorsed thereon, shall each be dated the date of its authentication.

          Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities or any Tranche thereof, no Security or Guarantee
endorsed thereon shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security and such Guarantee endorsed thereon has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall have been


                                       22
<PAGE>

authenticated and delivered hereunder to the Company, or any Person acting on
its behalf, but shall never have been issued and sold by the Company, and the
Company shall deliver such Security to the Security Registrar for cancellation
as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security (including any Guarantee endorsed
thereon) shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 304. TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities of any series, or any
Tranche thereof, the Company may execute, and upon a Company Order and a
Guarantor Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, having Guarantees
endorsed thereon, with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities or Guarantees may
determine, as evidenced by their execution of such Securities or Guarantees;
provided, however, that temporary Securities need not recite specific
redemption, sinking fund, conversion or exchange provisions.

          Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, or any Tranche thereof, after the preparation
of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable, without charge to the Holder
thereof, for definitive Securities of such series or Tranche with the definitive
Guarantees of Guarantor endorsed thereon, upon surrender of such temporary
Securities at the office or agency of the Company maintained pursuant to Section
602 in a Place of Payment for such Securities. Upon such surrender of temporary
Securities for such exchange, the Company shall, except as aforesaid, execute
and the Trustee shall authenticate and deliver in exchange therefor definitive
Securities of the same series and Tranche of authorized denominations and of
like tenor and aggregate principal amount with the definitive Guarantees of the
Guarantor endorsed thereon.

          Until exchanged in full as hereinabove provided, temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, the Company shall cause to be kept in each office
designated pursuant to Section 602, with respect to the Securities of each
series, a register (all registers kept in accordance with this Section being
collectively 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 those Securities of such series, or any Tranche thereof, which
are not in bearer form, and the registration of transfer thereof. The Company
shall designate one Person to maintain the Security Register for the Securities
of each series on a consolidated basis, and such Person is referred to herein,
with respect to such series, as the "Security Registrar." Anything herein to the
contrary notwithstanding, the Company may designate one or more of its offices
or an office of any Affiliate (including the Guarantor) as an office in which a
register with respect to the Securities of one or more series shall be
maintained, and the Company may designate itself or any Affiliate (including the
Guarantor) as the Security Registrar with respect to one or more of such series.


                                       23
<PAGE>

The Security Register shall be open for inspection by the Trustee and the
Company at all reasonable times.

          Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount with
the Guarantee of the Guarantor endorsed thereon.

          Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder, for one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities, with the Guarantees of the
Guarantor endorsed thereon, which the Holder making the exchange is entitled to
receive.

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

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

          Unless otherwise specified as contemplated by Section 301, with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 406 or 1206 not involving any transfer.

          Unless otherwise specified as contemplated by Section 301, with
respect to Securities of any series, or any Tranche thereof, the Company shall
not be required to execute or to provide for the registration of transfer of or
the exchange of (a) Securities of any series, or any Tranche thereof, during a
period of 15 days immediately preceding the date notice is to be given
identifying the serial numbers of the Securities of such series or Tranche
called for redemption or (b) any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

          Securities issued in bearer form shall be transferred by delivery
thereof, unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and Tranche, and of like tenor and


                                       24
<PAGE>

principal amount, having a Guarantee of the Guarantor endorsed thereon and
bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company, the Guarantor and the
Trustee (a) evidence to their satisfaction of the ownership of and the
destruction, loss or theft of any Security and (b) such security or indemnity as
may be reasonably required by them to save each of them and any agent of any of
them harmless, then, in the absence of notice to the Company, the Guarantor or
the Trustee that such Security is held by a Person purporting to be the owner of
such Security, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and Tranche, and of like tenor and principal amount, having a
Guarantee of the Guarantor endorsed thereon and bearing a number not
contemporaneously outstanding.

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

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

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, or any Tranche thereof, 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.

          Subject to Section 312, 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 related Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company
or the Guarantor, at its election in each case, as provided in clause (a) or (b)
below:

          (a) The Company or the Guarantor may elect to make payment of any
     Defaulted Interest to the Persons in whose names the Securities of such
     series (or their respective Predecessor Securities) are registered at the
     close of business on a date (herein called a "Special Record Date") for the
     payment of such Defaulted Interest, which shall be fixed in the following
     manner. The Company or the Guarantor shall notify the Trustee in writing of


                                       25
<PAGE>

     the amount of Defaulted Interest proposed to be paid on each Security of
     such series and the date of the proposed payment, and at the same time the
     Company or the Guarantor, as the case may be, shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company or the
     Guarantor of such Special Record Date and, in the name and at the expense
     of the Company or the Guarantor, shall promptly cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder of
     Securities of such series at the address of such Holder as it appears in
     the Security Register, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been 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.

          (b) The Company or the Guarantor may make payment of any Defaulted
     Interest on the Securities of any series in any other lawful manner not
     inconsistent with the requirements of any securities exchange on which such
     Securities may be listed, and upon such notice as may be required by such
     exchange, if, after notice given by the Company or the Guarantor 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 and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. PERSONS DEEMED OWNERS.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Security is
registered or, in the case of a Security issued in bearer form, the bearer of
such Security, unless otherwise provided pursuant to Section 301, as the
absolute owner of such Security for the purpose of receiving payment of
principal of and premium, if any, and (subject to Sections 305 and 307)
interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Guarantor,
the Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

SECTION 309. CANCELLATION BY SECURITY REGISTRAR.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Security
Registrar, be delivered to the Security Registrar and, if not theretofore
canceled, shall be promptly canceled by the Security Registrar. The Company or
the Guarantor may at any time deliver to the Security Registrar for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever or which the Company or the
Guarantor shall not have issued and sold, and all Securities so delivered shall


                                       26
<PAGE>

be promptly canceled by the Security Registrar. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Security Registrar shall be disposed of in accordance
with the customary practices of the Security Registrar at the time in effect,
and the Security Registrar shall not be required to destroy any such
certificates. The Security Registrar shall promptly deliver a certificate of
disposition to the Trustee and the Company unless, by a Company Order, delivered
to the Security Registrar and the Trustee, the Company shall direct that
canceled Securities be returned to it. The Security Registrar shall promptly
deliver evidence of any cancellation of a Security in accordance with this
Section 309 to the Trustee and the Company.

SECTION 310. COMPUTATION OF INTEREST.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, interest on the Securities of
each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months and for any period shorter than a full month, on the basis
of the actual number of days elapsed in such period.

SECTION 311. PAYMENT TO BE IN PROPER CURRENCY.

          In the case of the Securities of any series, or any Tranche thereof,
denominated in any currency or in a composite currency (the "Required
Currency"), except as otherwise specified with respect to such Securities as
contemplated by Section 301, the obligation of the Company or the Guarantor to
make any payment of the principal thereof, or the premium or interest thereon,
shall not be discharged or satisfied by any tender by the Company, or recovery
by the Trustee, in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the Trustee timely holding
the full amount of the Required Currency then due and payable. If any such
tender or recovery is in a currency other than the Required Currency, the
Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company and the Guarantor, the Company and the Guarantor
shall remain fully liable for any shortfall or delinquency in the full amount of
Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its negligence or willful
misconduct. The Company and the Guarantor hereby waive any defense of payment
based upon any such tender or recovery which is not in the Required Currency, to
the extent such amount, when exchanged for the Required Currency by the Trustee,
is less than the full amount of Required Currency then due and payable

SECTION 312. EXTENSION OF INTEREST PAYMENT.

          The Company shall have the right at any time, so long as the Company
is not in default in the payment of interest on the Securities of any series
hereunder, to extend interest payment periods or defer the payment of interest
on all Securities of one or more series, if so specified as contemplated by
Section 301 with respect to such Securities and upon such terms as may be
specified as contemplated by Section 301 with respect to such Securities.


                                       27
<PAGE>

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401. APPLICABILITY OF ARTICLE.

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

SECTION 402. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or an Officer's Certificate of the Company. 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 in writing of such Redemption Date and of the principal amount of
such Securities to be redeemed. In the case of any redemption of Securities (a)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture or (b) pursuant to an
election of the Company which is subject to a condition specified in the terms
of such Securities, the Company and the Guarantor shall each furnish the Trustee
with an Officer's Certificate evidencing compliance with such restriction or
condition.

SECTION 403. SELECTION OF SECURITIES TO BE REDEEMED.

          If less than all the Securities of any series, or any Tranche thereof,
are to be redeemed, the particular Securities to be redeemed shall be selected
by the Trustee from the Outstanding Securities of such series or Tranche not
previously called for redemption, by such method as shall be provided for any
particular series, or, in the absence of any such provision, by such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of such series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
such series or Tranche; provided, however, that if, as indicated in an Officer's
Certificate, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche thereof,
and less than all of such Securities as to which such offer was made shall have
been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

          The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected to be redeemed in part, the principal amount thereof
to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any 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.


                                       28
<PAGE>

SECTION 404. NOTICE OF REDEMPTION.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, notice of redemption shall be given in the manner
provided in Section 106 to the Holders of the Securities to be redeemed not less
than 30 nor more than 60 days prior to the Redemption Date.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, all notices of redemption shall state:

          (a) the Redemption Date,

          (b) the Redemption Price (if known) or the formula pursuant to which
     the Redemption Price is to be determined if the Redemption Price cannot be
     determined at the time the notice is given;

          (c) if less than all the Securities of any series or Tranche are to be
     redeemed, the identification of the particular Securities to be redeemed
     and the portion of the principal amount of any Security to be redeemed in
     part,

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

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

          (f) that the redemption is for a sinking or other fund, if such is the
     case,

          (g) the CUSIP or ISIN numbers, if any, assigned to such Securities;
     provided however that such notice may state that no representation is made
     as to the correctness of CUSIP or ISIN numbers, and the redemption of such
     Securities shall not be affected by any defect in or omission of such
     numbers; and

          (h) such other matters as the Company shall deem desirable or
     appropriate.

          Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, and Additional Amounts, if any, on
such Securities and that if such money shall not have been so received such
notice shall be of no force or effect and the Company shall not be required to
redeem such Securities. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly


                                       29
<PAGE>

return to the Holders thereof any of such Securities which had been surrendered
for payment upon such redemption.

          Notice of redemption of Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid, shall be given by the Company or, at the Company's request, by the
Security Registrar in the name and at the expense of the Company. Notice of any
mandatory redemption of Securities shall be given by the Security Registrar in
the name and at the expense of the Company.

SECTION 405. SECURITIES PAYABLE ON REDEMPTION DATE.

          Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest and Additional Amounts, if any) such Securities or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with such notice, such Security or portion
thereof shall be paid by the Company at the Redemption Price, together with
accrued interest and Additional Amounts, if any, to the Redemption Date;
provided, however, that no such surrender shall be a condition to such payment
if so specified as contemplated by Section 301 with respect to such Security;
and provided, further, that except as otherwise specified as contemplated by
Section 301 with respect to such Security, any installment of interest on any
Security the Stated Maturity of which installment is on or prior to the
Redemption Date shall be payable to the Holder of such Security, or one or more
Predecessor Securities, registered as such at the close of business on the
related Regular Record Date according to the terms of such Security and subject
to the provisions of Section 307.

SECTION 406. SECURITIES REDEEMED IN PART.

          Upon the surrender of any Security which is to be redeemed only in
part at a Place of Payment therefor (with, if the Company, the Guarantor or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Guarantor and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), 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 Tranche, of any authorized denomination requested by such Holder and
of like tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered with the
Guarantee of the Guarantor endorsed thereon.

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501. APPLICABILITY OF ARTICLE.

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

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series, or any Tranche thereof, is herein referred to
as a "mandatory sinking fund payment", and any payment in excess of such minimum


                                       30
<PAGE>

amount provided for by the terms of Securities of any series, or any Tranche
thereof, is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, or any Tranche thereof,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 502. Each sinking fund payment shall be applied to the
redemption of Securities of the series or Tranche in respect of which it was
made as provided for by the terms of such Securities.

SECTION 502. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

          The Company (a) may deliver to the Trustee Outstanding Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Securities of such series or Tranche 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 such mandatory sinking fund payment with respect to the Securities of such
series; provided, however, that no Securities shall be applied in satisfaction
of a mandatory sinking fund payment if such Securities shall have been
previously so applied. Securities so applied shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

SECTION 503. REDEMPTION OF SECURITIES FOR SINKING FUND.

          Not less than 45 days prior to each sinking fund payment date for the
Securities of any series, or any Tranche thereof, the Company shall deliver to
the Trustee an Officer's Certificate specifying:

          (a) the amount of the next succeeding mandatory sinking fund payment
     for such series or Tranche;

          (b) the amount, if any, of the optional sinking fund payment to be
     made together with such mandatory sinking fund payment;

          (c) the aggregate sinking fund payment;

          (d) the portion, if any, of such aggregate sinking fund payment which
     is to be satisfied by the payment of cash; and

          (e) the portion, if any, of such aggregate sinking fund payment which
     is to be satisfied by delivering and crediting Securities of such series or
     Tranche pursuant to Section 502 and stating the basis for such credit and
     that such Securities have not previously been so credited, and the Company
     shall also deliver to the Trustee any Securities to be so delivered.

          If the Company shall have not delivered such Officer's Certificate
and, to the extent applicable, all such Securities, the next succeeding sinking
fund payment for such series or Tranche shall be made entirely in cash in the
amount of the mandatory sinking fund payment. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
403 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 404. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 405 and 406.


                                       31
<PAGE>

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Company shall pay the principal of and premium, interest and
Additional Amounts, if any, on the Securities of each series in accordance with
the terms of such Securities and this Indenture.

SECTION 602. MAINTENANCE OF OFFICE OR AGENCY.

          The Company and the Guarantor shall maintain in each Place of Payment
for the Securities of each series, or any Tranche thereof, an office or agency
where payment of such Securities shall be made, where the registration of
transfer or exchange of such Securities may be effected and where notices and
demands to or upon the Company or the Guarantor in respect of such Securities
and this Indenture may be served. The Company and the Guarantor shall give
prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency and prompt notice to the Holders of any
such change in the manner specified in Section 106. If at any time the Company
or the Guarantor shall fail to maintain any such required office or agency in
respect of Securities of any series, or any Tranche thereof, or shall fail to
furnish the Trustee with the address thereof, payment of such Securities shall
be made, registration of transfer or exchange thereof may be effected and
notices and demands in respect thereof may be served at the Corporate Trust
Office of the Trustee, and each of the Company and the Guarantor hereby appoint
the Trustee as its agent for all such purposes in any such event.

          The Company or the Guarantor may also from time to time designate one
or more other offices or agencies with respect to the Securities of one or more
series, or any Tranche thereof, for any or all of the foregoing purposes and may
from time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of such series or Tranche, no such designation or rescission shall in
any manner relieve the Company or the Guarantor of its obligation to maintain an
office or agency for such purposes in each Place of Payment for such Securities
in accordance with the requirements set forth above. The Company and the
Guarantor shall give prompt written notice to the Trustee, and prompt notice to
the Holders in the manner specified in Section 106, of any such designation or
rescission and of any change in the location of any such other office or agency.

          Anything herein to the contrary notwithstanding, unless otherwise
specified as contemplated by Section 301 for Securities of any series, any
office or agency required by this Section may be maintained at an office of the
Company or the Guarantor or any Affiliate of either of them, in which event the
Company, the Guarantor or such Affiliate, as the case may be, shall perform all
functions to be performed at such office or agency.

SECTION 603. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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


                                       32
<PAGE>

obligor on such Securities) to make any payment of principal of or premium,
interest or Additional Amounts, if any, on such Securities.

          Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of or premium, interest, or Additional Amounts, if
any, on such Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal, premium, interest or Additional
Amounts so becoming due, such sums to be held in trust for the benefit of the
Persons entitled to such principal, premium, interest or Additional Amounts, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act.

          The Company shall cause each Paying Agent for the Securities of any
series, or any Tranche thereof, other than the Company or the Trustee, to
execute and deliver an instrument in which such Paying Agent shall agree,
subject to the provisions of this Section, that such Paying Agent shall:

          (a) hold all sums held by it for the payment of the principal of or
     premium, interest or Additional Amounts, if any, on such Securities 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 failure by the Company (or any
     other obligor upon such Securities) to make any payment of principal of or
     premium, interest or Additional Amounts, if any, on such Securities; and

          (c) at any time during the continuance of any such failure, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent and furnish to the Trustee such
     information as it possesses regarding the names and addresses of the
     Persons entitled to such sums.

          The Company may at any time 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, 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, if so
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; 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 of and premium,
interest or Additional Amounts, if any, on any Security and remaining unclaimed
for two years after such principal or premium, interest or Additional Amounts
have 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, upon such
payment or discharge, the Holder of such Security shall, as an unsecured general
creditor and not as a Holder of an Outstanding Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment to the Company, may at the expense of the
Company cause to be mailed, on one occasion only, notice to such Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such mailing, any unclaimed
balance of such money then remaining will be paid to the Company.


                                       33
<PAGE>

SECTION 604. CORPORATE EXISTENCE.

          Subject to the rights of the Company and the Guarantor under Article
Eleven, each of the Company and the Guarantor shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence as
a corporation.

SECTION 605. MAINTENANCE OF CORPORATE RECORDS; PROTECTION OF ASSETS.

          Each of the Company and the Guarantor shall maintain proper books of
record and accounts and shall maintain and protect its assets in accordance with
customary business practices.

SECTION 606. ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

          Not later than June 1 in each year, commencing June 1, 2000, the
Company and the Guarantor each shall deliver to the Trustee an Officer's
Certificate which need not comply with Section 102, executed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company or the Guarantor, as the case may be, as to such
officer's knowledge of such obligor's compliance with all conditions and
covenants under this Indenture, such compliance to be determined without regard
to any period of grace or requirement of notice under this Indenture, and making
any other statements as may be required by the provisions of Section 314(a)(4)
of the Trust Indenture Act.

SECTION 607. WAIVER OF CERTAIN COVENANTS.

          The Company or the Guarantor may omit in any particular instance to
comply with any term, provision or condition set forth in (a) Section 602 or any
additional covenant or restriction specified with respect to the Securities of
any series, or any Tranche thereof, as contemplated by Section 301 or by clause
(b) of Section 1201, if before the time for such compliance the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches with respect to which compliance with Section 602 or such
additional covenant or restriction is to be omitted, considered as one class,
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition and (b)
Section 605 or Article Eleven if before the time for such compliance the Holders
of a majority in aggregate principal amount of Securities Outstanding under this
Indenture shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition;
but, in the case of (a) or (b), 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
Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.


                                       34
<PAGE>

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701. SATISFACTION AND DISCHARGE OF SECURITIES.

          Any Security or Securities, or any portion of the principal amount
thereof, shall be deemed to have been paid for all purposes of this Indenture,
and the entire indebtedness of each of the Company and the Guarantor in respect
thereof shall be deemed to have been satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than
the Company or the Guarantor), in trust:

          (a) money in an amount which shall be sufficient, or

          (b) in the case of a deposit made prior to the Maturity of such
     Securities or portions thereof, Eligible Obligations, which shall not
     contain provisions permitting the redemption or other prepayment thereof at
     the option of the issuer thereof, the principal of and the interest on
     which when due, without any regard to reinvestment thereof, will provide
     moneys which, together with the money, if any, deposited with or held by
     the Trustee or such Paying Agent, shall be sufficient, or

          (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, interest and Additional Amounts,
if any, due and to become due on such Securities or portions thereof on or prior
to Maturity; provided, however, that in the case of the provision for payment or
redemption of less than all the Securities of any series or Tranche, such
Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee; and provided, further, that the
Company shall have delivered to the Trustee and such Paying Agent:

          (x) if such deposit shall have been made prior to the Maturity of such
     Securities, a Company Order stating that the money and Eligible Obligations
     deposited in accordance with this Section shall be held in trust, as
     provided in Section 703; and

          (y) if Eligible Obligations shall have been deposited, an Opinion of
     Counsel that the obligations so deposited constitute Eligible Obligations
     and do not contain provisions permitting the redemption or other prepayment
     at the option of the issuer thereof, and an opinion of an independent
     public accountant of nationally recognized standing, selected by the
     Company, to the effect that the requirements set forth in clause (b) above
     have been satisfied; and

          (z) if such deposit shall have been made prior to the Maturity of such
     Securities, an Officer's Certificate stating the Company's intention that,
     upon delivery of such Officer's Certificate, its indebtedness in respect of
     such Securities or portions thereof will have been satisfied and discharged
     as contemplated in this Section.

          Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Security or Securities or portions thereof with
respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in


                                       35
<PAGE>

respect thereof has been satisfied and discharged as contemplated in this
Section. In the event that all of the conditions set forth in the preceding
paragraph shall have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate specified in
clause (z) shall not have been delivered, such Securities or portions thereof
shall nevertheless be deemed to have been paid for all purposes of this
Indenture, and the Holders of such Securities or portions thereof shall
nevertheless be no longer entitled to the benefits of this Indenture or of any
of the covenants of the Company under Article Six (except the covenants
contained in Sections 602, 603, and 604) or any other covenants made in respect
of such Securities or portions thereof as contemplated by Section 301 or Section
1201(b), but the indebtedness of the Company in respect of such Securities or
portions thereof shall not be deemed to have been satisfied and discharged prior
to Maturity for any other purpose, and the Holders of such Securities or
portions thereof shall continue to be entitled to look to the Company for
payment of the indebtedness represented thereby; and, upon Company Request, the
Trustee shall acknowledge in writing that such Securities or portions thereof
are deemed to have been paid for all purposes of this Indenture.

          If payment at Stated Maturity of less than all of the Securities of
any series, or any Tranche thereof, is to be provided for in the manner and with
the effect provided in this Section, the Trustee shall select such Securities,
or portions of principal amount thereof, in the manner specified by Section 403
for selection for redemption of less than all the Securities of a series or
Tranche.

          In the event that Securities which shall be deemed to have been paid
for purposes of this Indenture, and, if such is the case, in respect of which
the Company's indebtedness shall have been satisfied and discharged, all as
provided in this Section do not mature and are not to be redeemed within the 60
day period commencing with the date of the deposit of moneys or Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give a
notice, in the same manner as a notice of redemption with respect to such
Securities, to the Holders of such Securities to the effect that such deposit
has been made and the effect thereof.

          Notwithstanding that any Securities shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company,
the Guarantor and the Trustee in respect of such Securities under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 604, 907 and 915 and
this Article Seven shall survive.

          The Company shall pay, and shall indemnify the Trustee or any Paying
Agent with which Eligible Obligations shall have been deposited as provided in
this Section against, any tax, fee or other charge imposed on or assessed
against such Eligible Obligations or the principal or interest received in
respect of such Eligible Obligations, including, but not limited to, any such
tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit.

          Anything herein to the contrary notwithstanding, (a) if, at any time
after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable bankruptcy, insolvency or
other similar law, such Security shall thereupon be deemed retroactively not to
have been paid and any satisfaction and discharge of the Company's indebtedness
in respect thereof shall retroactively be deemed not to have been effected, and
such Security shall be deemed to remain Outstanding and (b) any satisfaction and
discharge of the Company's indebtedness in respect of any Security shall be
subject to the provisions of the last paragraph of Section 603.


                                       36
<PAGE>

SECTION 702. SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall upon Company Request cease to be of further
effect (except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (a) no Securities remain Outstanding hereunder; and

          (b) the Company or the Guarantor has paid or caused to be paid all
     other sums payable hereunder by the Company or the Guarantor;

provided, however, that if, in accordance with the last paragraph of Section
701, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

          Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company, the Guarantor and the Trustee under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 604,
907 and 915 and this Article Seven shall survive.

          Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall, upon Company Request, assign, transfer and turn over
to the Company, subject to the lien provided by Section 907, any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Securities other than money and Eligible Obligations held by the
Trustee pursuant to Section 703 and shall execute and deliver to the Company and
the Guarantor such instruments as, in the judgment of the Company and the
Guarantor, shall be necessary, desirable or appropriate to effect or evidence
the satisfaction and discharge of this Indenture.

SECTION 703. APPLICATION OF TRUST MONEY.

          Neither the Eligible Obligations nor the money deposited pursuant to
Section 701, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of and premium, interest and
Additional Amounts, if any, on the Securities or portions of principal amount
thereof in respect of which such deposit was made, all subject, however, to the
provisions of Section 603; provided, however, that, so long as there shall not
have occurred and be continuing an Event of Default, any cash received from such
principal or interest payments on such Eligible Obligations, if not then needed
for such purpose, shall, to the extent practicable and upon Company Request, be
invested in Eligible Obligations of the type described in clause (b) in the
first paragraph of Section 701 maturing at such times and in such amounts as
shall be sufficient, together with any other moneys and the principal of and
interest on any other Eligible Obligations then held by the Trustee, to pay when
due the principal of and premium, if any, and interest, if any, due and to
become due on such Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid over to the
Company as received, free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and provided, further, that,
so long as there shall not have occurred and be continuing an Event of Default,
any moneys held in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium,
interest and Additional Amounts, if any, then due on such Securities shall, upon
Company Request, be paid over to the Company free and clear of any trust, lien
or pledge under this Indenture except the lien provided by Section 907; and
provided, further, that if an Event of Default shall have occurred and be


                                       37
<PAGE>

continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default shall have been waived or cured.

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801. EVENTS OF DEFAULT.

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

          (a) failure to pay interest, if any, on any Security of such series
     within 30 days after the same becomes due and payable (whether or not
     payment is prohibited by the provisions of Article Sixteen hereof);
     provided, however, that a valid extension of the interest payment period or
     deferral of payment of interest by the Company as contemplated in Section
     312 of this Indenture shall not constitute a failure to pay interest for
     this purpose; or

          (b) failure to pay the principal of or premium, if any, on any
     Security of such series at its Maturity (whether or not payment is
     prohibited by the provisions of Article Sixteen hereof); or

          (c) failure to perform, or to remedy any breach of, any covenant or
     warranty of the Company or the Guarantor in this Indenture (other than a
     covenant or warranty a default in the performance of which or breach of
     which is elsewhere in this Section specifically dealt with or which has
     expressly been included in this Indenture solely for the benefit of one or
     more series of Securities other than such series) for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     and the Guarantor by the Trustee, or to the Company, the Guarantor and the
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securities of such 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, unless the Trustee, or the
     Trustee and the Holders of a principal amount of Securities of such series
     not less than the principal amount of Securities the Holders of which gave
     such notice, as the case may be, shall agree in writing to an extension of
     such period prior to its expiration; provided, however, that the Trustee,
     or the Trustee and the Holders of such principal amount of Securities of
     such series, as the case may be, shall be deemed to have agreed to a
     reasonable extension of such period if corrective action is initiated by
     the Company or the Guarantor within such period and is being diligently
     pursued; or

          (d) except as provided by the terms hereof, the Securities of such
     series and the Guarantees endorsed thereon, the cessation of effectiveness
     of the Guarantee endorsed on a Security of such series or the finding by
     any judicial proceeding that the Guarantee endorsed on a Security of such
     series is unenforceable or invalid or the denial or disaffirmation by the
     Guarantor of its obligations under the Guarantee endorsed on a Security of
     such series; or

          (e) the entry by a court having jurisdiction in the premises of (1) a
     decree or order for relief in respect of the Company or the Guarantor in an
     involuntary case or proceeding under any applicable bankruptcy, insolvency,
     or other similar law or (2) a decree or order adjudging the Company or the
     Guarantor a bankrupt or insolvent, or approving as properly filed a
     petition by one or more Persons other than the Company or the Guarantor
     seeking arrangement, adjustment or composition of or in respect of the
     Company or the Guarantor under any applicable bankruptcy, insolvency, or
     other similar law, or appointing a custodian, receiver, liquidator,


                                       38
<PAGE>

     administrator, assignee, trustee, sequestrator or other similar official
     for the Company or the Guarantor or for any substantial part of its
     property, or ordering the winding up or liquidation of its affairs, and any
     such decree or order for relief or any such other decree or order shall
     have remained unstayed and in effect for a period of 90 consecutive days;
     or

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

          (g) any other Event of Default specified in an Officer's Certificate
     with respect to Securities of such series.

SECTION 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default due to the default in payment of principal of,
or interest on, any series of Securities or due to the default in the
performance or breach of any other covenant or warranty of the Company
applicable to the Securities of such series but not applicable to all
Outstanding Securities shall have occurred and be continuing, either the Trustee
or the Holders of not less than 25% in principal amount of the Securities of
such series may then declare the principal amount (or, if any of the Securities
of such series are Discount Securities, such portion of the principal amount as
may be specified in the terms thereof as contemplated by Section 301) of all
Securities of such series and interest accrued thereon to be due and payable
immediately by written notice to the Company and the Trustee (provided that the
payment of principal and interest on such Securities shall remain subordinated
to the extent provided in Article Sixteen hereof). If an Event of Default due to
default in the performance of any other of the covenants or agreements herein
applicable to all Outstanding Securities or an Event of Default specified in
Section 801(d), (e) or (f) shall have occurred and be continuing, either the
Trustee or the Holders of not less than 25% in principal amount of all
Securities then Outstanding (considered as one class), and not the Holders of
the Securities of any one of such series, may declare the principal of all
Securities and interest accrued thereon to be due and payable immediately by
written notice to the Company and the Trustee (provided that the payment of
principal and interest on such Securities shall remain subordinated to the
extent provided in Article Sixteen hereof). As a consequence of each such
declaration (herein referred to as a declaration of acceleration) with respect
to Securities of any series, the principal amount (or portion thereof in the
case of Discount Securities) of such Securities and interest accrued thereon
shall become due and payable immediately.

          At any time after such a declaration of acceleration with respect to
Securities of any series shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, the Event of Default or Events of Default


                                       39
<PAGE>

giving rise to such declaration of acceleration shall, without further act, be
deemed to have been waived, and such declaration and its consequences shall,
without further act, be deemed to have been rescinded and annulled, if

          (a) the Company or the Guarantor shall have paid or deposited with the
     Trustee a sum sufficient to pay

               (1) all overdue interest on all Securities of such series;

               (2) the principal of and premium, if any, on any Securities of
          such series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate or rates prescribed
          therefor herein or in such Securities;

               (3) to the extent that payment of such interest is lawful,
          interest upon overdue interest, if any, at the rate or rates
          prescribed therefor herein or in such Securities;

               (4) all amounts due to the Trustee under Section 907;

          and

          (b) any other Event of Default or Events of Default with respect to
     Securities of such series, other than the nonpayment of the principal of
     Securities of such series which shall have become due solely by such
     declaration of acceleration, shall have been cured or waived as provided in
     Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

SECTION 803. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          If an Event of Default described in clause (a) or (b) of Section 801
shall have occurred and be continuing, the Company or the Guarantor shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the
Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal
and premium, interest and Additional Amounts, if any, and, to the extent
permitted by law, interest on any overdue principal, premium, interest and
Additional Amounts, if any, at the rate or rates prescribed therefor herein or
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under Section 907. Unless
otherwise specified pursuant to Section 301 with respect to any series of
Securities, the rate or rates at which Securities shall bear interest on overdue
principal, premium, interest and Additional Amounts shall be, to the extent
permitted by law, the same rate or rates at which such Securities shall bear
interest prior to maturity.

          If the Company or the Guarantor shall fail 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, the Guarantor or any other
obligor upon such Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, the
Guarantor or any other obligor upon such Securities, wherever situated.

          If an Event of Default with respect to Securities of any series shall
have occurred and be continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of


                                       40
<PAGE>

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 804. TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, arrangement, adjustment, composition or other judicial proceeding
relative to the Company or the Guarantor or any other obligor upon the
Securities or the property of the Company or the Guarantor or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of 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 or the Guarantor for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

          (a) to file and prove a claim for the whole amount of principal,
     premium, if any, and interest, if any, owing and unpaid in respect of the
     Securities and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of the Trustee (including any
     claim for amounts due to the Trustee under Section 907) 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 payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

          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
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.

SECTION 805. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806. APPLICATION OF MONEY COLLECTED.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or premium, if
any, or interest, if any, upon presentation of the Securities in respect of


                                       41
<PAGE>

which or for the benefit of which such money shall have been collected 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
     907;

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

          THIRD: To the payment of the remainder, if any, to the Company or to
     whomsoever may be lawfully entitled to receive the same or as a court of
     competent jurisdiction may direct.

SECTION 807. LIMITATION ON SUITS.

          No Holder 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 shall have previously given written notice to the
     Trustee of a continuing Event of Default with respect to the Securities of
     such series;

          (b) the Holders of a majority in aggregate principal amount of the
     Outstanding Securities of all series in respect of which an Event of
     Default shall have occurred and be continuing, considered as one class,
     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 shall have offered to the Trustee
     reasonable indemnity 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 offer of indemnity shall have failed to institute any such proceeding;
     and

          (e) no direction inconsistent with such written request shall have
     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 all
     series in respect of which an Event of Default shall have occurred and be
     continuing, considered as one class;

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

SECTION 808. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
               PREMIUM AND INTEREST.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to


                                       42
<PAGE>

Sections 307 and 312) interest, if any, and Additional Amounts, if any, on such
Security on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 809. 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 shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company, the Guarantor, the Trustee
and such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
such Holder shall continue as though no such proceeding had been instituted.

SECTION 810. RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811. DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 812. CONTROL BY HOLDERS OF SECURITIES.

          If an Event of Default shall have occurred and be continuing in
respect of a series of Securities, the Holders of a majority in principal amount
of the Outstanding Securities of such 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, however, that if an Event of
Default shall have occurred and be continuing with respect to more than one
series of Securities, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, shall
have the right to make such direction, and not the Holders of the Securities of
any one of such series; and provided, further, that such direction shall not be
in conflict with any rule of law or with this Indenture. The Trustee may take
any other action, deemed proper by the Trustee, which is not inconsistent with
any such direction. Before proceeding to exercise any right or power hereunder
at the direction of such Holders, the Trustee shall be entitled to receive from
such Holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.


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<PAGE>

SECTION 813. WAIVER OF PAST DEFAULTS.

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

          (a) in the payment of the principal of or premium, interest or
     Additional Amounts, if any, on any Security of such series, or

          (b) in respect of a covenant or provision hereof which under Section
     1202 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 and
all Events 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 814. UNDERTAKING FOR COSTS.

          The Company, the Guarantor and the Trustee agree, and each Holder by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
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; but the
provisions of this Section shall not apply to any suit instituted by the Company
or the Guarantor, 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
aggregate principal amount of the Outstanding Securities of all series in
respect of which such suit may be brought, considered as one class, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of or premium, if any, or interest, if any, on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

SECTION 815. WAIVER OF STAY OR EXTENSION LAWS.

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


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<PAGE>

                                  ARTICLE NINE

                                   THE TRUSTEE

SECTION 901.  ....CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) The Trustee shall have and be subject to all the duties and
     responsibilities specified with respect to an indenture trustee in the
     Trust Indenture Act and no implied covenants or obligations shall be read
     into this Indenture against the Trustee. For purposes of Sections 315(a)
     and 315(c) of the Trust Indenture Act, the term "default" is hereby defined
     as an Event of Default which has occurred and is continuing.

          (b) 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.

          (c) Notwithstanding anything contained in this Indenture to the
     contrary, the duties and responsibilities of the Trustee under this
     Indenture shall be subject to the protections, exculpations and limitations
     on liability afforded to an indenture trustee under the provisions of the
     Trust Indenture Act. For the purposes of Sections 315(b)(2) and 315(d)(2)
     of the Trust Indenture Act, the term "responsible officer" is hereby
     defined as a Responsible Officer and 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, any
     assistant vice president, the secretary, any assistant secretary, the
     treasurer, any assistant treasurer, the cashier, any assistant cashier, any
     trust officer or assistant trust officer, the controller and any assistant
     controller of the Trustee, or any other officer of the Trustee customarily
     performing functions similar to those performed by a Responsible Officer or
     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 or her knowledge of and familiarity with the
     particular subject.

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

SECTION 902. NOTICE OF DEFAULTS.

          The Trustee shall give notice of any default hereunder known to the
Trustee with respect to the Securities of any series to the Holders of
Securities of such series in the manner and to the extent required to do so by
the Trust Indenture Act, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
Section 801(c), no such notice to Holders shall be given until at least 45 days
after the occurrence thereof. For the purpose of this Section and clause (h) of
Section 903, the term "default" means any event which is, or after notice or
lapse of time, or both, would become, an Event of Default.


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<PAGE>

SECTION 903. CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting in good faith upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document reasonably 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 or the Guarantor mentioned
     herein shall be sufficiently evidenced by a Company Request or Company
     Order or a Guarantor Request or Guarantor Order, as the case may be, or as
     otherwise expressly provided herein, and any resolution of the Board of
     Directors of the Company or the Guarantor 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 Officer's Certificate of the Company or the
     Guarantor;

          (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 Holder pursuant to this Indenture, unless such Holder shall have
     offered to the Trustee reasonable security or indemnity against the costs,
     expenses and liabilities which might be incurred by it in compliance with
     such request or direction;

          (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 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 (subject to applicable legal requirements) be entitled to examine,
     during normal business hours, the books, records and premises of the
     Company or the Guarantor, 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 rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder; and


                                       46
<PAGE>

          (i) the Trustee shall not be charged with knowledge of any default or
     Event of Default with respect to the Securities of any series for which it
     is acting as Trustee unless either (1) a Responsible Officer of the Trustee
     shall have actual knowledge that such default or Event of Default, as the
     case may be, exists and constitutes a default or Event of Default, as the
     case may be, under this Indenture, or (2) written notice of such default or
     Event of Default shall have been given in the manner provided in Section
     105 hereof to the Trustee by the Company or the Guarantor or any other
     obligor on such Securities or by any Holder of such Securities.

SECTION 904. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 905. MAY HOLD SECURITIES.

          Each of the Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 908 and 913, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 906. 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
expressly provided herein or otherwise agreed with, and for the sole benefit of,
the Company or the Guarantor.

SECTION 907. COMPENSATION AND REIMBURSEMENT.

          The Company and the Guarantor jointly and severally agree

          (a) to pay to the Trustee from time to time reasonable compensation
     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, disbursements and
     advances reasonably incurred or made by the Trustee in accordance with any
     provision of this Indenture (including the reasonable compensation and the
     expenses and disbursements of its agents and counsel), except to the extent
     that any such expense, disbursement or advance may be attributable to the
     Trustee's negligence, willful misconduct or bad faith; and

          (c) to indemnify the Trustee for, and hold it harmless from and
     against, any loss, liability or expense reasonably incurred by it arising
     out of or in connection with the acceptance or administration of the trust
     or trusts hereunder or the performance of its duties hereunder, including


                                       47
<PAGE>

     the reasonable costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder, except to the extent any such loss, liability
     or expense may be attributable to its negligence, willful misconduct or bad
     faith.

          As security for the performance of the obligations of the Company and
the Guarantor 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
other than property and funds held in trust under Section 703 (except as
otherwise provided in Section 703). "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 801(d) or Section 801(e), 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 bankruptcy, insolvency or other similar law.

          The provisions of this Section 907 shall survive the termination of
this Indenture.

SECTION 908. DISQUALIFICATION; CONFLICTING INTERESTS.

          If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture.

          For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of (i) the Securities of any series or Guarantees endorsed thereon, (ii) any
Trust Agreement, (iii) any guarantee agreement relating to Preferred Trust
Securities or Preferred Partnership Securities and (iv) the Indenture (For
Subordinated Unsecured Debt Securities) dated as of March 2, 2000 of TXU Eastern
Funding Company and the Guarantor to The Bank of New York, as trustee, shall not
be deemed to have a conflicting interest arising from its capacity as trustee in
respect of the Securities of any other series or Guarantees endorsed thereon.

SECTION 909. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be

          (a) a corporation organized and doing business under the laws of the
     United States, any State or Territory 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 other applicable government
     authority, or

          (b) b) if and to the extent permitted by the Commission by rule,
     regulation or order upon application, a corporation or other Person
     organized and doing business under the laws of a foreign government,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $50,000,000 or the Dollar
     equivalent of the applicable foreign currency and subject to supervision or
     examination by authority of such foreign government or a political
     subdivision thereof substantially equivalent to supervision or examination
     applicable to United States institutional trustees,


                                       48
<PAGE>

and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 910. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee in accordance with the
     applicable requirements of Section 911.

          (b) The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Company and
     the Guarantor. If the instrument of acceptance by a successor Trustee
     required by Section 911 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 by Act of the Holders of a
     majority in principal amount of the Outstanding Securities of all series
     and delivery of such Act to the Trustee, the Company and the Guarantor.

          (d) If at any time:

               (1) the Trustee shall fail to comply with Section 908 after
          written request therefor by the Company, the Guarantor or by any
          Holder who has been a bona fide Holder for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 909 and
          shall fail to resign after written request therefor by the Company,
          the Guarantor or by any such Holder, or

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

     then, in any such case, (x) the Company and the Guarantor by Board
     Resolutions may remove the Trustee with respect to all Securities or (y)
     subject to Section 814, any Holder who has been a bona fide Holder for at
     least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee with respect to all Securities and the appointment of a
     successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause
     (other than as contemplated in clause (y) in Subsection (d) of this
     Section), with respect to the Securities of one or more series, the Company
     and the Guarantor, by Board Resolutions, shall promptly appoint a successor
     Trustee or Trustees with respect to the Securities of that or those series
     (it being understood that any such successor Trustee may be appointed with


                                       49
<PAGE>

     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 911. If, within one year after such resignation, removal or
     incapability, or the occurrence of such vacancy, a successor Trustee with
     respect to the Securities of any series shall be appointed by Act of the
     Holders of a majority in principal amount of the Outstanding Securities of
     such series delivered to the Company and the retiring Trustee, the
     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment in accordance with the applicable requirements of Section 911,
     become the successor Trustee with respect to the Securities of such series
     and to that extent supersede the successor Trustee appointed by the Company
     and the Guarantor. If no successor Trustee with respect to the Securities
     of any series shall have been so appointed by the Company and the Guarantor
     or the Holders and accepted appointment in the manner required by Section
     911, any Holder who has been a bona fide 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
     appointment of a successor Trustee with respect to the Securities of such
     series.

          (f) So long as no event which is, or after notice or lapse of time, or
     both, would become, an Event of Default shall have occurred and be
     continuing, and except with respect to a Trustee appointed by Act of the
     Holders of a majority in principal amount of the Outstanding Securities
     pursuant to Subsection (e) of this Section, if the Company and the
     Guarantor shall have delivered to the Trustee (i) Board Resolutions of the
     Company and the Guarantor appointing a successor Trustee, effective as of a
     date specified therein, and (ii) an instrument of acceptance of such
     appointment, effective as of such date, by such successor Trustee in
     accordance with Section 911, the Trustee shall be deemed to have resigned
     as contemplated in Subsection (b) of this Section, the successor Trustee
     shall be deemed to have been appointed by the Company and the Guarantor
     pursuant to Subsection (e) of this Section and such appointment shall be
     deemed to have been accepted as contemplated in Section 911, all as of such
     date, and all other provisions of this Section and Section 911 shall be
     applicable to such resignation, appointment and acceptance except to the
     extent inconsistent with this Subsection (f).

          (g) The Company (or, should the Company fail so to act promptly, the
     successor trustee at the expense of 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 all Holders of Securities of such
     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 911. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of all series, every such successor Trustee so
     appointed shall execute, acknowledge and deliver to the Company, the
     Guarantor and to the retiring Trustee an instrument accepting such
     appointment, and thereupon the resignation or removal of the retiring
     Trustee shall become effective and such successor Trustee, without any
     further act, deed or conveyance, shall become vested with all the rights,
     powers, trusts and duties of the retiring Trustee; but, on the request of
     the Company, the Guarantor or the successor Trustee, such retiring Trustee
     shall, upon payment of all sums owed to it, execute and deliver an
     instrument transferring to such successor Trustee all the rights, powers
     and trusts of the retiring Trustee and shall duly assign, transfer and
     deliver to such successor Trustee all property and money held by such
     retiring Trustee hereunder.


                                       50
<PAGE>

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

          (c) Upon request of any such successor Trustee, the Company and the
     Guarantor shall execute any instruments which fully vest in and confirm to
     such successor Trustee all such rights, powers and trusts referred to in
     Subsection (a) or (b) of this Section, as the case may be.

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

SECTION 912. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such Person
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
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If the Trustee shall be or become a creditor of the Company, the
Guarantor or any other obligor upon the Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture Act), the
Trustee shall be subject to any and all applicable provisions of the Trust


                                       51
<PAGE>

Indenture Act regarding the collection of claims against the Company, the
Guarantor or such other obligor. For purposes of Section 311(b) of the Trust
Indenture Act:

          (a) 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;

          (b) 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.

SECTION 914. CO-TRUSTEES AND SEPARATE TRUSTEES.

          At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the Securities then Outstanding,
the Company shall for such purpose join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to appoint, one
or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, or to act as separate trustee, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section.
If the Company does not join in such appointment within 15 days after the
receipt by it of a request so to do, or if an Event of Default shall have
occurred and be continuing, the Trustee alone shall have power to make such
appointment.

          Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

          Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

          (a) the Securities shall be authenticated and delivered, and all
     rights, powers, duties and obligations hereunder in respect of the custody
     of securities, cash and other personal property held by, or required to be
     deposited or pledged with, the Trustee hereunder, shall be exercised
     solely, by the Trustee;

          (b) the rights, powers, duties and obligations hereby conferred or
     imposed upon the Trustee in respect of any property covered by such
     appointment shall be conferred or imposed upon and exercised or performed
     either by the Trustee or by the Trustee and such co-trustee or separate
     trustee jointly, as shall be provided in the instrument appointing such
     co-trustee or separate trustee, except to the extent that under any law of
     any jurisdiction in which any particular act is to be performed, the
     Trustee shall be incompetent or unqualified to perform such act, in which


                                       52
<PAGE>

     event such rights, powers, duties and obligations shall be exercised and
     performed by such co-trustee or separate trustee;

          (c) the Trustee at any time, by an instrument in writing executed by
     it, with the concurrence of the Company, may accept the resignation of or
     remove any co-trustee or separate trustee appointed under this Section,
     and, if an Event of Default shall have occurred and be continuing, the
     Trustee shall have power to accept the resignation of, or remove, any such
     co-trustee or separate trustee without the concurrence of the Company. Upon
     the written request of the Trustee, the Company shall join with the Trustee
     in the execution and delivery of all instruments and agreements necessary
     or proper to effectuate such resignation or removal. A successor to any
     co-trustee or separate trustee so resigned or removed may be appointed in
     the manner provided in this Section;

          (d) no co-trustee or separate trustee hereunder shall be personally
     liable by reason of any act or omission of the Trustee, or any other such
     trustee hereunder; and

          (e) any Act of Holders delivered to the Trustee shall be deemed to
     have been delivered to each such co-trustee and separate trustee.

SECTION 915. APPOINTMENT OF AUTHENTICATING AGENT.

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

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


                                       53
<PAGE>

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

          The Trustee 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 such payments, in accordance
with, and subject to the provisions of, Section 907.

          The provisions of Sections 308, 904 and 905 shall be applicable to
each Authenticating Agent.

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

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

Dated:                                  [Name of Trustee]
                                        As Trustee


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


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

          If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee, an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.


                                       54
<PAGE>

                                   ARTICLE TEN

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

SECTION 1001. LISTS OF HOLDERS.

          Semiannually, not later than May 1 and November 1 in each year,
commencing May 1, 2000, and at such other times as the Trustee may request in
writing, the Company and the Guarantor shall furnish or cause to be furnished to
the Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Security Registrar.

SECTION 1002. REPORTS BY TRUSTEE, COMPANY AND GUARANTOR.

          Not later than May 1 in each year, commencing May 1, 2000, the Trustee
shall transmit to the Holders, the Commission and each securities exchange upon
which any Securities are listed, a report, dated as of the next preceding March
1, with respect to any events and other matters described in Section 313(a) of
the Trust Indenture Act, in such manner and to the extent required by the Trust
Indenture Act. The Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Securities are listed, and the Company
and the Guarantor shall file with the Trustee (within 30 days after filing with
the Commission in the case of reports which pursuant to the Trust Indenture Act
must be filed with the Commission and furnished to the Trustee) and transmit to
the Holders, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture Act.
The Company and the Guarantor shall notify the Trustee of the listing or
delisting of any Securities on any securities exchange.

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101. COMPANY OR GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

          Neither the Company nor the Guarantor shall consolidate with or merge
into any other corporation, or convey or otherwise transfer or lease its
properties and assets substantially as an entirety to any Person, unless

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


                                       55
<PAGE>

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

          (c) the Company or the Guarantor, as the case may be, shall have
     delivered to the Trustee an Officer's Certificate and an Opinion of
     Counsel, each stating that such consolidation, merger, conveyance, or other
     transfer or lease and such supplemental indenture comply with this Article
     and that all conditions precedent herein provided for relating to such
     transactions have been complied with.

SECTION 1102. SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation by the Company or the Guarantor with or merger
by the Company or the Guarantor into any other corporation or any conveyance, or
other transfer or lease of the properties and assets of the Company or the
Guarantor substantially as an entirety in accordance with Section 1101, the
successor corporation formed by such consolidation or into which the Company or
the Guarantor, as the case may be, is merged or the Person 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 or the Guarantor, as the
case may be, under this Indenture with the same effect as if such successor
Person had been named as the Company or the Guarantor, as the case may be,
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities Outstanding hereunder or the Guarantees endorsed thereon, as the case
may be.

SECTION 1103. MERGER INTO COMPANY OR GUARANTOR; CERTAIN TRANSFERS.

          Nothing in this Indenture shall be deemed to prevent or restrict any
consolidation or merger after the consummation of which the Company or the
Guarantor, as the case may be, would be the surviving or resulting corporation
or any conveyance or other transfer, or lease of any part of the properties of
the Company or the Guarantor, as the case may be, which does not constitute the
entirety, or substantially the entirety, thereof.

SECTION 1104. CONSOLIDATION DEFINED.

          The term "consolidation" as used in this Article shall include similar
transactions such as amalgamations and reorganizations.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holders, the Company, the Guarantor and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

          (a) to evidence the succession of another Person to the Company or the
     Guarantor, as the case may be, and the assumption by any such successor of
     the covenants of the Company or the Guarantor, as the case may be, herein
     and in the Securities, all as provided in Article Eleven; or


                                       56
<PAGE>

          (b) to add one or more covenants of the Company or the Guarantor or
     other provisions for the benefit of all Holders or for the benefit of the
     Holders of, or to remain in effect only so long as there shall be
     Outstanding, Securities of one or more specified series, or one or more
     specified Tranches thereof, or to surrender any right or power herein
     conferred upon the Company or the Guarantor; or

          (c) to add any additional Events of Default with respect to all or any
     series of Securities Outstanding hereunder; or

          (d) to change or eliminate any provision of this Indenture or to add
     any new provision to this Indenture; provided, however, that if such
     change, elimination or addition shall adversely affect the interests of the
     Holders of Securities of any series or Tranche Outstanding on the date of
     such indenture supplemental hereto in any material respect, such change,
     elimination or addition shall become effective with respect to such series
     or Tranche only pursuant to the provisions of Section 1202 hereof or when
     no Security of such series or Tranche remains Outstanding; or

          (e) to provide collateral security for all but not part of the
     Securities; or

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

          (g) to the extent not provided herein or pursuant to Section 301, to
     provide for the authentication, delivery and issuance of bearer securities
     and coupons appertaining thereto representing interest, if any, thereon and
     for the procedures for the exchange and replacement thereof and for the
     giving of notice to, and the solicitation of the vote or consent of, the
     holders thereof, and for any and all other matters incidental thereto; or

          (h) to evidence and provide for the acceptance of appointment
     hereunder by a separate or successor Trustee or co-trustee with respect to
     the Securities of one or more series and to add to or change any of the
     provisions of this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder by more than one
     Trustee, pursuant to the requirements of Section 911(b); or

          (i) to provide for the procedures required to permit the Company to
     utilize, at its option, a noncertificated system of registration for all,
     or any series or Tranche of, the Securities; or

          (j) to change any place or places where (1) the principal of and
     premium, interest and Additional Amounts, if any, on all or any series of
     Securities, or any Tranche thereof, shall be payable, (2) all or any series
     of Securities, or any Tranche thereof, may be surrendered for registration
     of transfer, (3) all or any series of Securities, or any Tranche thereof,
     may be surrendered for exchange and (4) notices and demands to or upon the
     Company or the Guarantor in respect of all or any series of Securities, or
     any Tranche thereof, and this Indenture may be served; or

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


                                       57
<PAGE>

          Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

          (x) if any such amendment shall require one or more changes to any
     provisions hereof or the inclusion herein of any additional provisions, or
     shall by operation of law be deemed to effect such changes or incorporate
     such provisions by reference or otherwise, this Indenture shall be deemed
     to have been amended so as to conform to such amendment to the Trust
     Indenture Act, and the Company, the Guarantor and the Trustee may, without
     the consent of any Holders, enter into an indenture supplemental hereto to
     effect or evidence such changes or additional provisions; or

          (y) if any such amendment shall permit one or more changes to, or the
     elimination of, any provisions hereof which, at the date of the execution
     and delivery hereof or at any time thereafter, are required by the Trust
     Indenture Act to be contained herein, this Indenture shall be deemed to
     have been amended to effect such changes or elimination, and the Company,
     the Guarantor and the Trustee may, without the consent of any Holders,
     enter into an indenture supplemental hereto to evidence such amendment
     hereof.

SECTION 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          With the consent of the Holders of a majority in aggregate principal
amount of the Securities of all series then Outstanding under this Indenture,
considered as one class, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, when authorized by
Board Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Holders of Securities of such series under the
Indenture; provided, however, that if there shall be Securities of more than one
series Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all series so
directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been issued in more
than one Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

          (a) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon (or the amount of any
     installment of interest thereon) or change the method of calculating such
     rate or reduce any premium payable upon the redemption thereof, or reduce
     the amount of the principal of a Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 802, or change the coin or currency (or other property), in
     which any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity of any Security (or, in the case of
     redemption, on or after the Redemption Date), without, in any such case,
     the consent of the Holder of such Security, or

          (b) reduce the percentage in principal amount of the Outstanding
     Securities of any series, or any Tranche thereof, the consent of the
     Holders of which is required for any such supplemental indenture, or the
     consent of the Holders of which is required for any waiver of compliance


                                       58
<PAGE>

     with any provision of this Indenture or of any default hereunder and its
     consequences, or reduce the requirements of Section 1304 for quorum or
     voting, without, in any such case, the consent of the Holders of each
     Outstanding Security of such series or Tranche, or

          (c) modify any of the provisions of this Section, Section 607 or
     Section 813 with respect to the Securities of any series, or any Tranche
     thereof, except to increase the percentages in principal amount referred to
     in this Section or such other Sections or to provide that other provisions
     of this Indenture cannot be modified or waived without the consent of the
     Holder of each Outstanding Security affected thereby; provided, however,
     that this clause shall not be deemed to require the consent of any Holder
     with respect to changes in the references to "the Trustee" and concomitant
     changes in this Section, or the deletion of this proviso, in accordance
     with the requirements of Sections 911(b), 914 and 1201(h).

          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 one or more
Tranches thereof, 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 or Tranche.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof. A waiver by a
Holder of such Holder's right to consent under this Section shall be deemed to
be a consent of such Holder.

SECTION 1203. 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 901) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 1204. 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. Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

SECTION 1205. CONFORMITY WITH TRUST INDENTURE ACT.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the Trust Indenture Act as
then in effect.


                                       59
<PAGE>

SECTION 1206. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

          Securities of any series, or any Tranche thereof, 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 and the Guarantor shall so determine, new Securities
of any series, or any Tranche thereof, so modified as to conform, in the opinion
of the Trustee, the Company and the Guarantor, to any such supplemental
indenture may be prepared and executed by the Company with Guarantees of the
Guarantor endorsed thereon and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche.

SECTION 1207. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

          If the terms of any particular series of Securities shall have been
established in a Board Resolution or an Officer's Certificate as contemplated by
Section 301, and not in an indenture supplemental hereto, additions to, changes
in or the elimination of any of such terms may be effected by means of a
supplemental Board Resolution or Officer's Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer's Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this
Indenture which would be required to be satisfied if such additions, changes or
elimination were contained in a supplemental indenture shall have been
appropriately satisfied. Upon the acceptance thereof by the Trustee, any such
supplemental Board Resolution or Officer's Certificate shall be deemed to be a
"supplemental indenture" for purposes of Section 1204 and 1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

          A meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series or Tranches.

SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.

          (a) The Trustee may at any time call a meeting of Holders of
     Securities of one or more, or all, series, or any Tranche or Tranches
     thereof, for any purpose specified in Section 1301, to be held at such time
     and at such place in the Borough of Manhattan, The City of New York, as the
     Trustee shall determine, or, with the approval of the Company, at any other
     place. Notice of every such meeting, setting forth the time and the place
     of such meeting and in general terms the action proposed to be taken at
     such meeting, shall be given, in the manner provided in Section 106, not
     less than 21 nor more than 180 days prior to the date fixed for the
     meeting.

          (b) If the Trustee shall have been requested to call a meeting of the
     Holders of Securities of one or more, or all, series, or any Tranche or
     Tranches thereof, by the Company, the Guarantor or by the Holders of 33% in
     aggregate principal amount of all of such series and Tranches, considered
     as one class, for any purpose specified in Section 1301, by written request
     setting forth in reasonable detail the action proposed to be taken at the
     meeting, and the Trustee shall not have given the notice of such meeting
     within 21 days after receipt of such request or shall not thereafter


                                       60
<PAGE>

     proceed to cause the meeting to be held as provided herein, then the
     Company, the Guarantor or the Holders of Securities of such series and
     Tranches in the amount above specified, as the case may be, may determine
     the time and the place in the Borough of Manhattan, The City of New York,
     or in such other place as shall be determined or approved by the Company or
     the Guarantor, for such meeting and may call such meeting for such purposes
     by giving notice thereof as provided in Subsection (a) of this Section.

          (c) Any meeting of Holders of Securities of one or more, or all,
     series, or any Tranche or Tranches thereof, shall be valid without notice
     if the Holders of all Outstanding Securities of such series or Tranches are
     present in person or by proxy and if representatives of the Company, the
     Guarantor and the Trustee are present, or if notice is waived in writing
     before or after the meeting by the Holders of all Outstanding Securities of
     such series, or any Tranche or Tranches thereof, or by such of them as are
     not present at the meeting in person or by proxy, and by the Company, the
     Guarantor and the Trustee.

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

          To be entitled to vote at any meeting of Holders of Securities of one
or more, or all, series, or any Tranche or Tranches thereof, a Person shall be
(a) a Holder of one or more Outstanding Securities of such series or Tranches,
or (b) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series or Tranches by such
Holder or Holders. The only Persons who shall be entitled to attend any meeting
of Holders of Securities of any series or Tranche shall be the Persons entitled
to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company, the Guarantor and their
counsel.

SECTION 1304. QUORUM; ACTION.

          The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of the series and Tranches with respect to which a
meeting shall have been called as hereinbefore provided, considered as one
class, shall constitute a quorum for a meeting of Holders of Securities of such
series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series and Tranches, be dissolved. In
any other case the meeting may be adjourned for such period as may be determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 1305(e), notice of the reconvening of any meeting adjourned for more
than 30 days shall be given as provided in Section 1302(a) not less than 10 days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series and Tranches which shall constitute a quorum.

          Except as limited by Section 1202, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of the


                                       61
<PAGE>

series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of such series and
Tranches, considered as one class, may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of such series and Tranches, considered as one
class.

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

SECTION 1305. ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
               CONDUCT AND ADJOURNMENT OF MEETINGS.

          (a) Attendance at meetings of Holders of Securities may be in person
     or, if the Securities are in registered form, by proxy; and, to the extent
     permitted by law, any such proxy shall remain in effect and be binding upon
     any future Holder of the Securities with respect to which it was given
     unless and until specifically revoked by the Holder or future Holder of
     such Securities before being voted.

          (b) Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Securities in regard to proof of the holding of
     such Securities and of the appointment of proxies and in regard to the
     appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such other matters concerning the conduct of the meeting as it
     shall deem appropriate. Except as otherwise permitted or required by any
     such regulations, the holding of Securities shall be proved in the manner
     specified in Section 104 and the appointment of any proxy shall be proved
     in the manner specified in Section 104. Such regulations may provide that
     written instruments appointing proxies, regular on their face, may be
     presumed valid and genuine without the proof specified in Section 104 or
     other proof.

          (c) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or the Guarantor or by Holders as provided in Section
     1302(b), in which case the Company or the Guarantor or the Holders of
     Securities of the series and Tranches calling the meeting, as the case may
     be, shall in like manner appoint a temporary chairman. A permanent chairman
     and a permanent secretary of the meeting shall be elected by vote of the
     Persons entitled to vote a majority in aggregate principal amount of the
     Outstanding Securities of all series and Tranches represented at the
     meeting, considered as one class.

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

          (e) Any meeting duly called pursuant to Section 1302 at which a quorum
     is present may be adjourned from time to time by Persons entitled to vote a
     majority in aggregate principal amount of the Outstanding Securities of all


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<PAGE>

     series and Tranches represented at the meeting, considered as one class;
     and the meeting may be held as so adjourned without further notice.

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

          The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities, of the series and Tranches with respect
to which the meeting shall have been called, held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports of all votes cast at the meeting. A record of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 1307. ACTION WITHOUT MEETING.

          In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.

                                ARTICLE FOURTEEN

                                    GUARANTEE

SECTION 1401. GUARANTEE.

          The Guarantor hereby unconditionally and irrevocably guarantees to
each Holder of a Security authenticated and delivered by the Trustee, and to the
Trustee on behalf of such Holder, the due and punctual payment of the principal
of, and premium, if any, and interest and Additional Amounts, if any, on such
Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption, or
otherwise, in accordance with the terms of such Security and of this Indenture,
regardless of any defense, right of set-off or counterclaim that the Guarantor
may have (except the defense of payment). In case of the failure of the Company
punctually to make any such payment, the Guarantor hereby agrees to cause such
payment to be made punctually when and as the same shall become due and payable,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, and as if such payment were made by the Company. The
Guarantor's obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holder of the Security
or to a Paying Agent, or by causing the Company to pay such amount to such
Holder or a Paying Agent.

          Unless otherwise provided as contemplated by Section 201 hereof, this
Guarantee is an unsecured and subordinated obligation of the Guarantor and shall
at all times rank at least equally with each other Guarantee issued pursuant to
the Indenture and, except as permitted by Section 806 hereof, will rank at least
equally with all other unsecured subordinated indebtedness of the Guarantor.


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          The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of such Security or this Indenture,
any failure to enforce the provisions of such Security or this Indenture, any
extension of time for payment or performance by the Company as provided by such
Security or this Indenture, or any waiver, modification or indulgence granted to
the Company with respect thereto, by the Holder of such Security or the Trustee
or any other circumstance which may otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor; provided, however, that
notwithstanding the foregoing, no such waiver, modification or indulgence shall,
without the consent of the Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, or change any redemption
provisions thereof (including any change to increase any premium payable upon
redemption thereof), or change the Stated Maturity thereof, or increase the
principal amount of any Discount Security that would be due and payable upon a
declaration of acceleration or the maturity thereof pursuant to Article Eight of
this Indenture.

          The Guarantor hereby waives the benefits of diligence, presentment,
demand for payment, any requirement that the Trustee or any of the Holders
exhaust any right or take any action against the Company or any other Person,
the filing of claims with a court in the event of insolvency or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any Security or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not
be discharged in respect of any Security except by complete performance of the
obligations contained in such Security and in this Indenture and in this
Guarantee. This Guarantee shall constitute a guarantee of payment and not of
collection. The Guarantor hereby agrees that, in the event of a default in
payment of principal, or premium, if any, or interest, if any, on any Security,
whether at its Stated Maturity, by declaration of acceleration, call for
redemption, or otherwise, legal proceedings may be instituted by the Trustee on
behalf of, or by, the Holder of such Security, subject to the terms and
conditions set forth in this Indenture, directly against the Guarantor to
enforce this Guarantee without first proceeding against the Company. The
Guarantor agrees that if, after the occurrence and during the continuance of an
Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the maturity of the
Securities, to collect interest on the Securities, or to enforce or exercise any
other right or remedy with respect to the Securities, the Guarantor will pay to
the Trustee for the account of the Holders, upon demand therefor, the amount
that otherwise would have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.

          The obligations of the Guarantor hereunder with respect to any
Security shall be continuing and irrevocable until the date upon which the
entire principal of, premium, if any, and interest and Additional Amounts, if
any, on such Security has been, or has been deemed pursuant to the provisions of
Article Seven of this Indenture to have been, paid in full or otherwise
discharged.

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

          This Guarantee shall remain in full force and effect and continue
notwithstanding any petition filed by or against the Company for liquidation or
reorganization, the Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being appointed for all or any
significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or reinstated, as the case may be, if
at any time payment of any Security upon which this Guarantee is endorsed, is,


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pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any Holder of such Security, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on a Security, such
Security shall, to the fullest extent permitted by law, be reinstated and deemed
paid only by such amount paid and not so rescinded, reduced, restored or
returned.

SECTION 1402. EXECUTION AND DELIVERY OF GUARANTEE.

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

          The Guarantee shall be executed on behalf of the Guarantor by an
Authorized Officer of the Guarantor. The signature of any such officer on the
Guarantee may be manual or facsimile.

          A Guarantee bearing the manual or facsimile signature of an individual
who was at the time of execution an Authorized Officer of the Guarantor shall
bind the Guarantor, notwithstanding that any such individual has ceased to be an
Authorized Officer prior to the authentication and delivery of the Security on
which such Guarantee is endorsed or was not an Authorized Officer at the date of
such Guarantee.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor by its execution of this
Indenture hereby authorizes the Company, in the name and on behalf of the
Guarantor, to confirm the applicable Guarantee to the Holder of each Security
authenticated and delivered hereunder by its delivery of each such Security,
with such Guarantee endorsed thereon, authenticated and delivered by the
Trustee.

                                 ARTICLE FIFTEEN

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

SECTION 1501. LIABILITY SOLELY CORPORATE.

          No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities, any Guarantees, or any
part thereof, or for any claim based thereon or otherwise in respect thereof, or
of the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, shareholder, officer
or director, as such, past, present or future of the Company or the Guarantor or
of any predecessor or successor corporation of either of them (either directly
or through the Company or the Guarantor, as the case may be, or a predecessor or
successor corporation of either of them), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the Securities and Guarantees are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, past, present
or future, of the Company or of the Guarantor or of any predecessor or successor
corporation, either directly or indirectly through the Company or the Guarantor
or any predecessor or successor corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or Guarantees


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or to be implied herefrom or therefrom, and that any such personal liability is
hereby expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities and the Guarantees.

                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

SECTION 1601. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

          The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of the Securities of each series, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of and
premium, if any, and interest, if any, and Additional Amounts, if any, on each
and all of the Securities is hereby expressly subordinated and junior, to the
extent and in the manner set forth in this Article, in right of payment to the
prior payment in full of all Senior Indebtedness.

          Each Holder of the Securities of each series, by its acceptance
thereof, authorizes and directs the Trustee on its behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article, and appoints the Trustee its attorney-in-fact for any and all such
purposes.

SECTION 1602. PAYMENT OVER OF PROCEEDS OF SECURITIES.

          In the event (a) of any insolvency or bankruptcy proceedings or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, or (b) subject to the
provisions of Section 1603, that (i) a default shall have occurred with respect
to the payment of principal of or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii) there shall have occurred a default
(other than a default in the payment of principal or interest or other monetary
amounts due and payable) in respect of any Senior Indebtedness, as defined
therein or in the instrument under which the same is outstanding, permitting the
holder or holders thereof to accelerate the maturity thereof (with notice or
lapse of time, or both), and such default shall have continued beyond the period
of grace, if any, in respect thereof, and, in the cases of subclauses (i) and
(ii) of this clause (b), such default shall not have been cured or waived or
shall not have ceased to exist, or (c) that the principal of and accrued
interest on the Securities of any series shall have been declared due and
payable pursuant to Section 801 and such declaration shall not have been
rescinded and annulled as provided in Section 802, then:

               (1) the holders of all Senior Indebtedness shall first be
          entitled to receive payment of the full amount due thereon, or
          provision shall be made for such payment in money or money's worth,
          before the Holders of any of the Securities are entitled to receive a
          payment on account of the principal of or interest on the indebtedness
          evidenced by the Securities, including, without limitation, any
          payments made pursuant to Articles Four and Five;

               (2) any payment by, or distribution of assets of, the Company of
          any kind or character, whether in cash, property or securities, to
          which any Holder or the Trustee would be entitled except for the
          provisions of this Article, shall be paid or delivered by the person
          making such payment or distribution, whether a trustee in bankruptcy,
          a receiver or liquidating trustee or otherwise, directly to the
          holders of such Senior Indebtedness or their representative or
          representatives or to the trustee or trustees under any indenture


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<PAGE>

          under which any instruments evidencing any of such Senior Indebtedness
          may have been issued, ratably according to the aggregate amounts
          remaining unpaid on account of such Senior Indebtedness held or
          represented by each, to the extent necessary to make payment in full
          of all Senior Indebtedness remaining unpaid after giving effect to any
          concurrent payment or distribution (or provision therefor) to the
          holders of such Senior Indebtedness, before any payment or
          distribution is made to the Holders of the indebtedness evidenced by
          the Securities or to the Trustee under this Indenture; and

               (3) in the event that, notwithstanding the foregoing, any payment
          by, or distribution of assets of, the Company of any kind or
          character, whether in cash, property or securities, in respect of
          principal of or interest on the Securities or in connection with any
          repurchase by the Company of the Securities, shall be received by the
          Trustee or any Holder before all Senior Indebtedness is paid in full,
          or provision is made for such payment in money or money's worth, such
          payment or distribution in respect of principal of or interest on the
          Securities or in connection with any repurchase by the Company of the
          Securities shall be paid over to the holders of such Senior
          Indebtedness or their representative or representatives or to the
          trustee or trustees under any indenture under which any instruments
          evidencing any such Senior Indebtedness may have been issued, ratably
          as aforesaid, for application to the payment of all Senior
          Indebtedness remaining unpaid until all such Senior Indebtedness shall
          have been paid in full, after giving effect to any concurrent payment
          or distribution (or provision therefor) to the holders of such Senior
          Indebtedness.

          Notwithstanding the foregoing, at any time after the 123rd day
following the date of deposit of cash or Government Obligations pursuant to
Section 701 (provided all conditions set out in such Section shall have been
satisfied), the funds so deposited and any interest thereon will not be subject
to any rights of holders of Senior Indebtedness including, without limitation,
those arising under this Article Sixteen; provided that no event described in
clauses (d) and (e) of Section 801 with respect to the Company has occurred
during such 123-day period.

          For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan or reorganization or readjustment which are subordinate
in right of payment to all Senior Indebtedness which may at the time be
outstanding to the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article Eleven hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 1602 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article Eleven hereof. Nothing in Section 1601 or in this Section 1602
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 907.

SECTION 1603. DISPUTES WITH HOLDERS OF CERTAIN SENIOR INDEBTEDNESS.

          Any failure by the Company to make any payment on or perform any other
obligation in respect of Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the
Company for money borrowed (or any deferral, renewal, extension or refunding
thereof) or any other obligation as to which the provisions of this Section
shall have been waived by the Company in the instrument or instruments by which
the Company incurred, assumed, guaranteed or otherwise created such indebtedness


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or obligation, shall not be deemed a default under clause (b) of Section 1602 if
(i) the Company shall be disputing its obligation to make such payment or
perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and
effect and is not subject to further review, including a judgment that has
become final by reason of the expiration of the time within which a party may
seek further appeal or review, or (B) in the event that a judgment that is
subject to further review or appeal has been issued, the Company shall in good
faith be prosecuting an appeal or other proceeding for review and a stay or
execution shall have been obtained pending such appeal or review.

SECTION 1604. SUBROGATION.

          Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash (or securities or other
property satisfactory to such holders) in full payment of such Senior
Indebtedness then outstanding. Subject to the prior payment in full of all
Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive any
further payments or distributions of cash, property or securities of the Company
applicable to the holders of the Senior Indebtedness until all amounts owing on
the Securities shall be paid in full; and such payments or distributions of
cash, property or securities received by the Holders of the Securities, by
reason of such subrogation, which otherwise would be paid or distributed to the
holders of such Senior Indebtedness shall, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders, be deemed to be
a payment by the Company to or on account of Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.

SECTION 1605. OBLIGATION OF THE COMPANY UNCONDITIONAL.

          Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

          Upon any payment or distribution of assets or securities of the
Company referred to in this Article, the Trustee and the Holders shall be
entitled to rely upon any order or decree of a court of competent jurisdiction
in which such dissolution, winding up, liquidation or reorganization proceedings
are pending for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or
to this Article.

SECTION 1606. PRIORITY OF SENIOR INDEBTEDNESS UPON MATURITY.

          Upon the maturity of the principal of any Senior Indebtedness by lapse
of time, acceleration or otherwise, all matured principal of Senior Indebtedness
and interest and premium, if any, thereon shall first be paid in full before any
payment of principal or premium, if any, or interest, if any, is made upon the


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Securities or before any Securities can be acquired by the Company or any
sinking fund payment is made with respect to the Securities (except that
required sinking fund payments may be reduced by Securities acquired before such
maturity of such Senior Indebtedness).

SECTION 1607. TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.

          The Trustee shall be entitled to all rights set forth in this Article
with respect to any Senior Indebtedness at any time held by it, to the same
extent as any other holder of Senior Indebtedness. Nothing in this Article shall
deprive the Trustee of any of its rights as such holder.

SECTION 1608. NOTICE TO TRUSTEE TO EFFECTUATE SUBORDINATION.

          Notwithstanding the provisions of this Article or any other provision
of the Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of moneys
to or by the Trustee unless and until the Trustee shall have received written
notice thereof from the Company, from a Holder or from a holder of any Senior
Indebtedness or from any representative or representatives of such holder and,
prior to the receipt of any such written notice, the Trustee shall be entitled,
subject to Section 901, in all respects to assume that no such facts exist;
provided, however, that, if prior to the fifth Business Day preceding the date
upon which by the terms hereof any such moneys may become payable for any
purpose, or in the event of the execution of an instrument pursuant to Section
702 acknowledging satisfaction and discharge of this Indenture, then if prior to
the second Business Day preceding the date of such execution, the Trustee shall
not have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee may, in its discretion, receive such moneys and/or apply the same to the
purpose for which they were received, and shall not be affected by any notice to
the contrary, which may be received by it on or after such date; provided,
however, that no such application shall affect the obligations under this
Article of the persons receiving such moneys from the Trustee.

SECTION 1609. MODIFICATION, EXTENSION, ETC. OF SENIOR INDEBTEDNESS.

          The holders of Senior Indebtedness may, without affecting in any
manner the subordination of the payment of the principal of and premium, if any,
and interest, if any, on the Securities, at any time or from time to time and in
their absolute discretion, agree with the Company to change the manner, place or
terms of payment, change or extend the time of payment of, or renew or alter,
any Senior Indebtedness, or amend or supplement any instrument pursuant to which
any Senior Indebtedness is issued, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness including, without
limitation, the waiver of default thereunder, all without notice to or assent
from the Holders or the Trustee.

SECTION 1610. TRUSTEE HAS NO FIDUCIARY DUTY TO HOLDERS OF SENIOR INDEBTEDNESS.

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


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SECTION 1611. PAYING AGENTS OTHER THAN THE TRUSTEE.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Sections 1607, 1608 and 1610 shall not apply to the Company if it acts as
Paying Agent.

SECTION 1612. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.

          No right of any present or future holder of Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

SECTION 1613. EFFECT OF SUBORDINATION PROVISIONS; TERMINATION.

          Notwithstanding anything contained herein to the contrary, other than
as provided in the immediately succeeding sentence, all the provisions of this
Indenture shall be subject to the provisions of this Article, so far as the same
may be applicable thereto.

          Notwithstanding anything contained herein to the contrary, the
provisions of this Article Sixteen shall be of no further effect, and the
Securities shall no longer be subordinated in right of payment to the prior
payment of Senior Indebtedness, if the Company shall have delivered to the
Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article Twelve.

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

          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.


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

                                        TXU EUROPE GROUP PLC


                                        By: /s/ Kirk R. Oliver
                                           -------------------------------------


                                        TXU EUROPE LIMITED, Guarantor


                                        By: /s/ Kirk R. Oliver
                                           -------------------------------------


                                        THE BANK OF NEW YORK, Trustee

                                        By: /s/ Walter N. Gitlin
                                           -------------------------------------


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