Exhibit 4.1











                     SOUTHERN COMPANY CAPITAL FUNDING, INC.

                                       AND

                              THE SOUTHERN COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                    TRUSTEE.





                              SENIOR NOTE INDENTURE

                           DATED AS OF _______ 1, 200_













<PAGE>


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                              THE SOUTHERN COMPANY
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                SENIOR NOTE INDENTURE, DATED AS OF _____ 1, 200_

 TRUST INDENTURE
  ACT SECTION                                      INDENTURE SECTION

(S)    310(a)(1).............................................609
            (a)(2)...........................................609
            (a)(3)................................Not Applicable
            (a)(4)................................Not Applicable
            (b)..............................................608
               ..............................................610
(S)    311(a)................................................613
       311(b)(4)..........................................613(a)
           (b)(6).........................................613(b)
(S)    312(a)................................................701
              ............................................702(a)
           (c)............................................702(b)
(S)    313(a).............................................703(a)
       313(b).............................................703(b)
       313(c).............................................703(c)
             ................................................704
            (d)...........................................703(c)
(S)    314(a)..........................................704, 1005
           (b)....................................Not Applicable
           (c)(1)............................................102
           (c)(2)............................................102
           (c)(3).................................Not Applicable
           (d)....................................Not Applicable
           (e)...............................................102
(S)    315(a).............................................601(a)
           (b)...............................................602
           (c)............................................601(b)
           (d)............................................601(c)
           (d)(1)......................................601(a)(1)
           (d)(2)......................................601(c)(2)
           (d)(3)......................................601(c)(3)
           (e)...............................................514
(S)    316(a)................................................101
           (a)(1)(A).........................................502
                    .........................................512
           (a)(1)(B).........................................513
           (a)(2).................................Not Applicable
           (b)...............................................508
(S)    317(a)(1).............................................503
           (a)(2)............................................504
           (b)..............................................1003
(S)    318(a)................................................107



<PAGE>




                                TABLE OF CONTENTS

                                                                        PAGE

Parties...................................................................1
Recitals of the Company...................................................1



ARTICLE ONE...............................................................1
         SECTION 101. DEFINITIONS.........................................1
                  Act      ...............................................2
                  Affiliate...............................................2
                  Authenticating Agent....................................2
                  Board of Directors......................................2
                  Board Resolution........................................2
                  Business Day............................................2
                  Certificate of a Firm of Independent
                           Public Accountants.............................2
                  Commission..............................................3
                  Company  3
                  Company Request or Company Order........................3
                  Corporate Trust Office..................................3
                  Corporation.............................................3
                  Defaulted Interest......................................3
                  Depositary..............................................3
                  Event of Default........................................3
                  Global Security.........................................3
                  Guarantor...............................................3
                  Holder   ...............................................4
                  Indenture...............................................4
                  Interest Payment Date...................................4
                  Maturity 4
                  Notes Guarantee.........................................4
                  Officers' Certificate...................................4
                  Opinion of Counsel......................................4
                  Outstanding.............................................4
                  Paying Agent............................................5
                  Person   ...............................................5
                  Predecessor Security....................................5
                  Redemption Date.........................................5
                  Redemption Price........................................5
                  Regular Record Date.....................................5
                  Responsible Officer.....................................5
                  Security Register and Security Registrar................6
                  Senior Note.............................................6
                  Special Record Date.....................................6
                  Stated Maturity.........................................6
                  Trust Indenture Act.....................................6
                  Trustee  ...............................................6
                  Vice President..........................................6
         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS................6
         SECTION 103. FORM OF DOCUMENTS DELIVERED TO
                  TRUSTEE.................................................7
         SECTION 104. ACTS OF HOLDERS.....................................8
         SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY...............9
         SECTION 106. NOTICE TO HOLDERS OF SENIOR NOTES;
                  WAIVER..................................................9
         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT..................10
         SECTION 108. EFFECT OF HEADINGS AND TABLE OF
                  CONTENTS...............................................10
         SECTION 109. SUCCESSORS AND ASSIGNS.............................10
         SECTION 110. SEPARABILITY CLAUSE................................10
         SECTION 111. BENEFITS OF INDENTURE..............................10
         SECTION 112. GOVERNING LAW......................................10
         SECTION 113. LEGAL HOLIDAYS.....................................10


ARTICLE TWO..............................................................11
         SECTION 201. FORMS GENERALLY....................................11
         SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF
                  AUTHENTICATION.........................................11
         SECTION 203. SENIOR NOTES ISSUABLE IN THE FORM OF
                  A GLOBAL SECURITY......................................11


ARTICLE THREE............................................................13
         SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES...............13
         SECTION 302. EXECUTION, AUTHENTICATION, DELIVERY
                  AND DATING.............................................15
         SECTION 303. REGISTRATION, REGISTRATION OF
                  TRANSFER AND EXCHANGE..................................17
         SECTION 304. MUTILATED, DESTROYED, LOST AND
                  STOLEN SENIOR NOTES....................................18
         SECTION 305. PAYMENT OF INTEREST; INTEREST RIGHTS
                  PRESERVED..............................................19
         SECTION 306. PERSONS DEEMED OWNERS..............................20
         SECTION 307. CANCELLATION.......................................20
         SECTION 308. COMPUTATION OF INTEREST............................20


ARTICLE FOUR.............................................................21
         SECTION 401. SATISFACTION AND DISCHARGE OF
                  INDENTURE..............................................21
         SECTION 402. APPLICATION OF TRUST MONEY.........................22


ARTICLE FIVE.............................................................22
         SECTION 501. EVENTS OF DEFAULT..................................22
         SECTION 502. ACCELERATION OF MATURITY; RESCISSION
                  AND ANNULMENT..........................................24
         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS
                  FOR ENFORCEMENT BY TRUSTEE.............................25
         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM...................25
         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                  POSSESSION OF SENIOR NOTES.............................26
         SECTION 506. APPLICATION OF MONEY COLLECTED.....................26
         SECTION 507. LIMITATION ON SUITS................................27
         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO
                  RECEIVE PRINCIPAL, PREMIUM AND INTEREST................27
         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.................28
         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.....................28
         SECTION 511. DELAY OR OMISSION NOT WAIVER.......................28
         SECTION 512. CONTROL BY HOLDERS OF SENIOR NOTES.................28
         SECTION 513. WAIVER OF PAST DEFAULTS............................29
         SECTION 514. UNDERTAKING FOR COSTS..............................29
         SECTION 515. WAIVER OF STAY OR EXTENSION LAWS...................29


ARTICLE SIX..............................................................30
         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES................30
         SECTION 602. NOTICE OF DEFAULTS.................................31
         SECTION 603. CERTAIN RIGHTS OF TRUSTEE..........................31
         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR
                  ISSUANCE OF SENIOR NOTES...............................33
         SECTION 605. MAY HOLD SENIOR NOTES..............................33
         SECTION 606. MONEY HELD IN TRUST................................33
         SECTION 607. COMPENSATION AND REIMBURSEMENT.....................33
         SECTION 608. DISQUALIFICATION; CONFLICTING
                  INTERESTS..............................................34
         SECTION 609. CORPORATE TRUSTEE REQUIRED;
                  ELIGIBILITY............................................34
         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT
                  OF SUCCESSOR...........................................34
         SECTION 611. ACCEPTANCE OF APPOINTMENT BY
                  SUCCESSOR..............................................36
         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR
                  SUCCESSION TO BUSINESS.................................37
         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS
                  AGAINST COMPANY........................................37
         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT................38


ARTICLE SEVEN............................................................39
         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND
                  ADDRESSES OF HOLDERS...................................39
         SECTION 702. PRESERVATION OF INFORMATION;
                  COMMUNICATIONS TO HOLDERS..............................40
         SECTION 703. REPORTS BY TRUSTEE.................................40
         SECTION 704. REPORTS BY COMPANY.................................40


ARTICLE EIGHT............................................................41
         SECTION 801. COMPANY AND GUARANTOR MAY
                  CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS...............41
         SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED..................42


ARTICLE NINE.............................................................42
         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT
                  CONSENT OF HOLDERS.....................................43
         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT
                  OF HOLDERS.............................................44
         SECTION 903. GENERAL PROVISIONS REGARDING
                  SUPPLEMENTAL INDENTURE.................................45
         SECTION 904. EXECUTION OF SUPPLEMENTAL INDENTURES...............45
         SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES..................45
         SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT................45
         SECTION 907. REFERENCE IN SENIOR NOTES TO
                  SUPPLEMENTAL INDENTURES................................45


ARTICLE TEN..............................................................46
         SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.................46
         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY...................46
         SECTION 1003. MONEY FOR SENIOR NOTES PAYMENTS TO
                  BE HELD IN TRUST.......................................46
         SECTION 1004. CORPORATE EXISTENCE...............................48
         SECTION 1005. STATEMENT AS TO COMPLIANCE........................48
         SECTION 1006. WAIVER OF CERTAIN COVENANTS.......................48


ARTICLE ELEVEN...........................................................49
         SECTION 1101. APPLICABILITY OF ARTICLE..........................49
         SECTION 1102. ELECTION TO REDEEM; NOTICE TO
                  TRUSTEE................................................49
         SECTION 1103. SELECTION BY TRUSTEE OF SENIOR
                  NOTES TO BE REDEEMED...................................49
         SECTION 1104. NOTICE OF REDEMPTION..............................50
         SECTION 1105. DEPOSIT OF REDEMPTION PRICE.......................50
         SECTION 1106. SENIOR NOTES PAYABLE ON REDEMPTION
                  DATE...................................................51
         SECTION 1107. SENIOR NOTES REDEEMED IN PART.....................51


ARTICLE TWELVE...........................................................51
         SECTION 1201. APPLICABILITY OF ARTICLE..........................51
         SECTION 1202. SATISFACTION OF SINKING FUND
                  PAYMENTS WITH SENIOR NOTES.............................52
         SECTION 1203. REDEMPTION OF SENIOR NOTES FOR
                  SINKING FUND...........................................52


ARTICLE THIRTEEN.........................................................52
         SECTION 1301. GUARANTEE.........................................52
         SECTION 1302. WAIVER OF NOTICE AND DEMAND.......................53
         SECTION 1303. GUARANTOR OBLIGATIONS NOT AFFECTED................53
         SECTION 1304. FORM OF GUARANTEE.................................54
         SECTION 1305. EXECUTION OF GUARANTEE............................55
         SECTION 1306. SUBROGATION.......................................56
         SECTION 1307. INDEPENDENT OBLIGATIONS...........................56


ARTICLE FOURTEEN.........................................................56
         SECTION 1401. NO RECOURSE AGAINST OTHERS........................56
         SECTION 1402. ASSIGNMENT; BINDING EFFECT........................57



<PAGE>


                              SENIOR NOTE INDENTURE

         THIS SENIOR NOTE INDENTURE is made as of _____ 1, 200__, among SOUTHERN
COMPANY CAPITAL FUNDING, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having its
principal office at 270 Peachtree Street, N.W., Atlanta, Georgia 30303, THE
SOUTHERN COMPANY, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Guarantor"), having its principal
office at 270 Peachtree Street, N.W., Atlanta, Georgia 30303, and THE BANK OF
NEW YORK, a New York banking corporation, having its principal corporate trust
office at 101 Barclay Street, 21 West, New York, New York 10286, as Trustee
(herein called the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has duly authorized the execution and delivery of
this Senior Note Indenture to provide for the issuance from time to time of its
unsecured senior debentures, notes or other evidences of indebtedness (herein
called the "Senior Notes"), to be issued in one or more series as in this Senior
Note Indenture provided; and

         WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Senior Note Indenture to provide for the guarantee of the Senior Notes
as herein provided; and

         WHEREAS, all things necessary to make this Senior Note Indenture a
valid agreement of each of the Company and the Guarantor, in accordance with its
terms, have been done.

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Senior Notes by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Senior
Notes or of series thereof, as follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS.

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

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

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

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

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

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

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

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

         "Authenticating Agent" means any Person or Persons authorized by the
Trustee to authenticate one or more series of Senior Notes.

         "Board of Directors" means either the board of directors of the Company
or the Guarantor, as applicable, or any duly authorized committee of the
officers and/or directors of the Company or the Guarantor appointed by that
board.

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

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed, or (iii) a day on which the Trustee's
Corporate Trust Office is closed for business.

         "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by an independent public accountant or a firm of independent
public accountants who may be the independent public accountants regularly
retained by the Company or the Guarantor or who may be other independent public
accountants. Such accountant or firm shall be entitled to rely upon an Opinion
of Counsel as to the interpretation of any legal matters relating to such
certificate.

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

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

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

         "Corporate Trust Office" means the office of the Trustee in the Borough
of Manhattan, New York City, at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Senior Note Indenture is located at 101 Barclay Street, 21
West, New York, New York 10286.

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

         "Defaulted Interest" has the meaning specified in Section 305.

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 203 or 301, with respect to Senior Notes of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

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

         "Global Security" means, with respect to any series of Senior Notes
issued hereunder, a Senior Note that is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with Section 203 of this Indenture
and any indenture supplemental hereto.

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

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the particular series of Senior Notes established
as contemplated by Section 301.

         "Interest Payment Date", when used with respect to any series of Senior
Notes, means the dates established for the payment of interest thereon, as
provided in the supplemental indenture for such series.

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

         "Notes Guarantee" means the agreement of the Guarantor set forth in
Section 1301 including the notation thereof set forth in Section 1304 and on
each Senior Note.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, and who shall be acceptable to the
Trustee.

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

                  (i) Senior Notes theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

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

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

                  (iv) Senior Notes, or portions thereof, converted into or
         exchanged for another security if the terms of such Senior Notes
         provide for such conversion or exchange;

provided, however, that in determining, during any period in which any Senior
Notes of a series are owned by any Person other than the Company, the Guarantor
or any Affiliate thereof, whether the Holders of the requisite principal amount
of Outstanding Senior Notes of such series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Senior Notes of
such series owned by the Company, the Guarantor or any Affiliate thereof shall
be disregarded and deemed not to be Outstanding. In determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Senior Notes that the
Trustee knows to be so owned by the Company, the Guarantor or an Affiliate of
the Company or the Guarantor in the above circumstances shall be so disregarded.
Senior Notes so owned that 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 Senior Notes and that the pledgee
is not the Company, the Guarantor or any Affiliate of the Company or the
Guarantor.

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

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

         "Predecessor Security" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 304 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Note
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Senior Note.

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

         "Redemption Price", when used with respect to any Senior Note 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 Senior Notes of any series means the date specified for that purpose
as contemplated by Section 301, whether or not a Business Day.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 303.

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

         "Special Record Date" for the payment of any Defaulted Interest on the
Senior Notes of any series means a date fixed by the Trustee pursuant to Section
305.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Senior Notes 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 Senior Notes of any
series shall mean the Trustee with respect to Senior Notes of that series.

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

SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.
                  ------------------------------------

         Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or 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

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

                  (ii) 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;

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

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

SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
                  --------------------------------------

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

         Any certificate or opinion of an officer of the 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 his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, 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. Any Opinion of Counsel may be rendered, insofar as it relates to
matters of New York law, in reliance on an opinion of New York counsel, which
may be an opinion contemporaneously delivered to a third party or parties and
shall expressly permit such reliance.

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

SECTION 104.      ACTS OF HOLDERS

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee, the
Company and the Guarantor, if made in the manner provided in this Section.

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

         (c) The principal amount and serial numbers of Senior Notes held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of the Holder of any Senior Note shall bind every
future Holder of the same Senior Note and the Holder of every Senior Note 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 Senior Note.

         (e) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (f) If the Company shall solicit from the Holders of Senior Notes of
any series any Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders of Senior Notes entitled
to take such Act, but the Company shall have no obligation to do so. Any such
record date shall be fixed at the Company's discretion. If such a record date is
fixed, such Act may be sought or given before or after the record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be Holders of Senior Notes for the purpose of determining whether
Holders of the requisite proportion of Senior Notes of such series Outstanding
have authorized or agreed or consented to such Act, and for that purpose the
Senior Notes of such series Outstanding shall be computed as of such record
date.

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

         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,

                  (1) the Trustee by any Holder of a Senior Note or by the
         Company shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) 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 mailed,
         first-class postage prepaid, to the Company or the Guarantor addressed
         to the attention of its Secretary, 270 Peachtree Street, N.W., Atlanta,
         Georgia 30303, with a copy to Southern Company Services, Inc., 270
         Peachtree Street, N.W., Atlanta, Georgia 30303, Attention: Corporate
         Finance Department, or at any other address previously furnished in
         writing to the Trustee by the Company or the Guarantor.

SECTION 106.      NOTICE TO HOLDERS OF SENIOR NOTES; WAIVER.
                  -----------------------------------------

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Senior Notes of any event, such notice shall
be sufficiently given if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, 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 by mail,
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.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Senior Notes 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.

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.
                  ---------------------------------

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.
                  ----------------------------------------

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

SECTION 109.      SUCCESSORS AND ASSIGNS.
                  ----------------------

         All covenants and agreements in this Indenture by the Company and the
Guarantor 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 Senior Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.      BENEFITS OF INDENTURE.
                  ---------------------

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

SECTION 112.      GOVERNING LAW.
                  -------------

         This Indenture and the Senior Notes shall be governed by, and construed
in accordance with, the internal laws of the State of New York.

SECTION 113.      LEGAL HOLIDAYS.
                  --------------

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Senior Note shall not be a Business Day, then (notwithstanding
any other provision of this Indenture or of the Senior Notes) payment of
interest or principal (and premium, if any) need not be made on such date, but
may be made on the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that 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.


                                   ARTICLE TWO

                              FORMS OF SENIOR NOTES

SECTION 201.      FORMS GENERALLY.
                  ---------------

         The Senior Notes of each series shall be in substantially the form
appended to the supplemental indenture authorizing such series, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Senior Notes, as evidenced by their execution of the Senior Notes.

         The Senior Notes of each series shall be issuable in registered form
without coupons.

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

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

         The form of the Trustee's Certificate of Authentication for a series of
Senior Notes shall be in substantially the form appended to the Supplemental
Indenture authorizing such series.

SECTION 203.      SENIOR NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY.
                  ------------------------------------------------------

         (a) If the Company shall establish pursuant to Section 301 that the
Senior Notes of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 302 and the Company Order delivered to
the Trustee thereunder, authenticate and make available for delivery such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Senior
Notes of such series to be represented by such Global Security or Securities,
(ii) may provide that the aggregate amount of Outstanding Senior Notes
represented thereby may from time to time be increased or reduced to reflect
exchanges, (iii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iv) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (v)
shall bear a legend in accordance with the requirements of the Depositary.

         (b) Notwithstanding any other provision of this Section 203 or of
Section 303, subject to the provisions of paragraph (c) below, unless the terms
of a Global Security expressly permit such Global Security to be exchanged in
whole or in part for individual Senior Notes, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 303,
only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

         (c) (1) If at any time the Depositary for a Global Security notifies
         the Company that it is unwilling or unable to continue as Depositary
         for such Global Security or if at any time the Depositary for the
         Senior Notes for such series shall no longer be eligible or in good
         standing under the Securities Exchange Act of 1934, as amended, or
         other applicable statute or regulation, the Company shall appoint a
         successor Depositary with respect to such Global Security. If a
         successor Depositary for such Global Security is not appointed by the
         Company within 90 days after the Company receives such notice or
         becomes aware of such ineligibility, the Company will execute, and the
         Trustee, upon receipt of a Company Order for the authentication and
         delivery of individual Senior Notes of such series in exchange for such
         Global Security, will authenticate and make available for delivery
         individual Senior Notes of such series of like tenor and terms in
         definitive form with the Notes Guarantee endorsed thereon in an
         aggregate principal amount equal to the principal amount of the Global
         Security in exchange for such Global Security.

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

                  (3) If specified by the Company pursuant to Section 301 with
         respect to Senior Notes issued or issuable in the form of a Global
         Security, the Depositary for such Global Security may surrender such
         Global Security in exchange in whole or in part for individual Senior
         Notes of such series of like tenor and terms in definitive form on such
         terms as are acceptable to the Company and such Depositary. Thereupon
         the Company shall execute, and the Trustee shall authenticate and make
         available for delivery, without service charge, (A) to each Person
         specified by such Depositary a new Senior Note or Notes of the same
         series of like tenor and terms with the Notes Guarantee endorsed
         thereon and of any authorized denomination as requested by such Person
         in aggregate principal amount equal to and in exchange for such
         Person's beneficial interest in the Global Security; and (B) to such
         Depositary a new Global Security of like tenor and terms with the Notes
         Guarantee endorsed thereon and in an authorized denomination equal to
         the difference, if any, between the principal amount of the surrendered
         Global Security and the aggregate principal amount of Senior Notes
         delivered to Holders thereof.

                  (4) In any exchange provided for in any of the preceding three
         paragraphs, the Company will execute and the Trustee will authenticate
         and deliver individual Senior Notes in definitive form with the Notes
         Guarantee endorsed thereon in authorized denominations. Upon the
         exchange of the entire principal amount of a Global Security for
         individual Senior Notes, such Global Security shall be cancelled by the
         Trustee. Except as provided in the preceding paragraph, Senior Notes
         issued in exchange for a Global Security pursuant to this Section shall
         be registered in such names and in such authorized denominations as the
         Depositary for such Global Security, pursuant to instructions from its
         direct or indirect participants or otherwise, shall instruct the
         Trustee. Provided that the Company and the Trustee have so agreed, the
         Trustee shall make available for delivery such Senior Notes to the
         Persons in whose names the Senior Notes are registered.

                  (5) Any endorsement of a Global Security to reflect the
         amount, or any increase or decrease in the amount, or changes in the
         rights of Holders, of Outstanding Senior Notes represented thereby
         shall be made in such manner and by such Person or Persons as shall be
         specified therein or in the Company Order to be delivered pursuant to
         Section 302 with respect thereto. Subject to the provisions of Section
         302, the Trustee shall make available for delivery and make available
         for redelivery any such Global Security in the manner and upon
         instructions given by the Person or Persons specified therein or in the
         applicable Company Order. If a Company Order pursuant to Section 302
         has been, or simultaneously is, delivered, any instructions by the
         Company with respect to such Global Security shall be in writing but
         need not be accompanied by or contained in an Officers' Certificate and
         need not be accompanied by an Opinion of Counsel.


                                  ARTICLE THREE

                                THE SENIOR NOTES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.
                  ------------------------------------

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

         The Senior Notes may be issued in one or more series. There may be
established, pursuant to one or more indentures supplemental hereto, prior to
the issuance of Senior Notes of any series,

                  (1) the title of the Senior Notes of the series (which shall
         distinguish the Senior Notes of the series from Senior Notes of all
         other series);

                  (2) any limit upon the aggregate principal amount of the
         Senior Notes of the series which may be authenticated and delivered
         under this Indenture (except for Senior Notes authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Senior Notes of the series pursuant to Sections 203,
         303, 304, 907 or 1107);

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

                  (4) the date or dates on which the principal of the Senior
         Notes of the series is payable;

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

                  (6) the place or places where the principal of (and premium,
         if any) and interest, if any, on Senior Notes of the series shall be
         payable;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which Senior Notes of the
         series may be redeemed, in whole or in part, at the option of the
         Company;

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

                  (9) the denominations in which Senior Notes of the series
         shall be issuable;

                  (10) if the amount of payments of principal of (and premium,
         if any) or interest on the Senior Notes of the series may be determined
         with reference to an index or formula, the manner in which such amounts
         shall be determined;

                  (11) if other than the principal amount thereof, the portion
         of the principal amount of Senior Notes of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (12) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company as provided herein
         pertaining to the Senior Notes of the series, and any change in the
         rights of the Trustee or Holders of such series pursuant to Section 901
         or 902;

                  (13) any additions to the definitions currently set forth in
         this Indenture with respect to such series;

                  (14) whether the Senior Notes of the series shall be issued in
         whole or in part in the form of a Global Security or Securities; the
         terms and conditions, if any, upon which such Global Security or
         Securities may be exchanged in whole or in part for certificated Senior
         Notes of such series and of like tenor of any authorized denomination
         and the circumstances under which such exchange may occur, if other
         than in the manner provided for in Section 203; the Depositary for such
         Global Security or Securities; and the form of any legend or legends to
         be borne by any such Global Security in addition to or in lieu of the
         legend referred to in Section 203;

                  (15) any restriction or condition on the transferability of
         such Senior Notes;

                  (16) the terms of any right to convert or exchange such Senior
         Notes into or for other securities or property of the Company or the
         Guarantor;

                  (17) CUSIP Numbers; and

                  (18)     any other terms of the series.

         All Senior Notes of any one series shall be substantially identical
except as to the date or dates from which interest, if any, shall accrue and
denomination and except as may otherwise be provided in the terms of such Senior
Notes determined or established as provided above. All Senior Notes of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Senior Notes of such series.

SECTION 302.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
                  -----------------------------------------------

         The Senior Notes shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Senior
Notes may be manual or facsimile.

         Senior Notes bearing the manual or facsimile signatures of individuals
who were at the time relevant to the authorization thereof the proper officers
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 Senior Notes or did not hold such offices at the date of such
Senior Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Senior Notes of any series, with the
Notes Guarantee endorsed thereon, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Senior Notes, and the Trustee, in accordance with the Company
Order, shall authenticate and make available for delivery such Senior Notes. If
all of the Senior Notes of any series are not to be issued at one time and if
the supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Senior Notes and determining the terms of particular Senior
Notes of such series, such as interest rate, maturity date, date of issuance and
date from which interest shall accrue. In authenticating Senior Notes hereunder,
and accepting the additional responsibilities under this Indenture in relation
to such Senior Notes, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon:

                  (1) an Opinion of Counsel, to the effect that:

                           (a) the form and terms of such Senior Notes or the
                  manner of determining such terms have been established in
                  conformity with the provisions of this Indenture; and

                           (b) such Senior Notes, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, and the Notes Guarantee endorsed thereon, will
                  constitute valid and legally binding obligations of the
                  Company or the Guarantor, as applicable, enforceable in
                  accordance with their terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization and other laws of
                  general applicability relating to or affecting the enforcement
                  of creditors' rights and to general equity principles; and

                  (2) an Officers' Certificate stating, to the best knowledge of
         each signer of such certificate, that no event which is, or after
         notice or lapse of time would become, an Event of Default with respect
         to any of the Senior Notes shall have occurred and be continuing.

The Trustee shall not be required to authenticate such Senior Notes if the issue
of such Senior Notes pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Senior Notes and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

         If all the Senior Notes of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of issuance of each such Senior Note, but such opinion
and certificate shall be delivered at or before the time of issuance of the
first Senior Note of such series to be issued.

         Each Senior Note shall be dated the date of its authentication.

         No Senior Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Senior Note
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Senior Note shall be conclusive evidence, and the only evidence, that such
Senior Note has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture.

SECTION 303.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
                  ---------------------------------------------------

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 303 or Section 1002 a register
(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 Senior Notes and of transfers of Senior Notes. The Trustee is hereby
initially appointed as Security Registrar for the purpose of registering Senior
Notes and transfers of Senior Notes as herein provided.

         Subject to Section 203, upon surrender for registration of transfer of
any Senior Note of any series at the office or agency maintained for such
purpose for such series, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Senior Notes of the same series,
Stated Maturity and original issue date, of any authorized denominations and of
like tenor and aggregate principal amount with the Notes Guarantee endorsed
thereon.

         Subject to Section 203, Senior Notes of any series may be exchanged, at
the option of the Holder, for Senior Notes of the same series, Stated Maturity
and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount with the Notes Guarantee endorsed thereon, upon
surrender of the Senior Notes to be exchanged at any such office or agency.

         Whenever any Senior Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Senior Notes that the Holder making the exchange is entitled to
receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Senior Notes, 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 Senior Notes, other
than exchanges pursuant to Section 304, 907 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Senior Notes of any series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Senior Notes of that series called for redemption, or (ii) to issue, to
register the transfer of or to exchange any Senior Notes so selected for
redemption in whole or in part, except the unredeemed portion of any Senior Note
being redeemed in part.

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

SECTION 304.      MUTILATED, DESTROYED, LOST AND STOLEN SENIOR NOTES.
                  --------------------------------------------------

         If any mutilated Senior Note is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a new Senior Note of the same series, Stated Maturity and
original issue date, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding with the Notes Guarantee endorsed thereon.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Senior Note and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them and the Guarantor harmless, then, in the absence
of notice to the Company, the Guarantor or the Trustee that such Senior Note has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Senior Note, a new Senior Note of the same
series, Stated Maturity and original issue date, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding with the Notes
Guarantee endorsed thereon.

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

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

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

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

SECTION 305.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
                  ----------------------------------------------

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Senior Notes, interest on any Senior Note that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Senior Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Senior Note of any series that is payable, but is
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

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

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

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

SECTION 306.      PERSONS DEEMED OWNERS.
                  ---------------------

         Prior to due presentment of a Senior Note 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 Senior Note is
registered as the absolute owner of such Senior Note for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
305) interest on such Senior Note and for all other purposes whatsoever, whether
or not such Senior Note be overdue, and neither the Company, the Guarantor, the
Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

SECTION 307.      CANCELLATION.
                  ------------

         All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by the Trustee. The Company may at any time
deliver to the Trustee for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Senior Notes so delivered shall be canceled by the
Trustee. No Senior Notes shall be authenticated in lieu of or in exchange for
any Senior Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Senior Notes held by the Trustee
shall be disposed of in accordance with a Company Order (and the Trustee shall
promptly deliver a certificate of disposition to the Company) or, in the absence
of such a Company Order, shall be returned to the Company.

SECTION 308.      COMPUTATION OF INTEREST.
                  -----------------------

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

SECTION 309.      CUSIP NUMBERS.
                  -------------

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.
                  ---------------------------------------

         This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Senior Notes herein expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                           (A) all Senior Notes theretofore authenticated and
                  delivered (other than (i) Senior Notes that have been
                  destroyed, lost or stolen and that have been replaced as
                  provided for in Section 304 and (ii) Senior Notes for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Senior Notes not theretofore delivered
                  to the Trustee for cancellation have become due and payable,
                  or have been called for redemption,

         and the Company, in the case of (B) above, has deposited or caused to
         be deposited with the Trustee as funds in trust for the purpose
         described above an amount sufficient to pay and discharge the entire
         indebtedness on such Senior Notes not theretofore delivered to the
         Trustee for cancellation, for principal (and premium, if any) and
         interest to the date of the Stated Maturity or Redemption Date, as the
         case may be, or if later, the date of payment;

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

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been complied with.

         In the event there are Senior Notes of two or more series hereunder,
the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Senior Notes of all series as to which it is Trustee and if the other
conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402.      APPLICATION OF TRUST MONEY.
                  --------------------------

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


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT.
                  -----------------

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

                  (1) default in the payment of any interest upon any Senior
         Note of that series when it becomes due and payable on an Interest
         Payment Date other than at Maturity and continuance of such default for
         a period of ten (10) days; or

                  (2) default in the payment of the principal of, (or premium,
         if any) or interest on any Senior Note of that series at its Maturity;
         or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Senior Note of that series and continuance
         of such default for a period of 3 Business Days; or

                  (4) default in the performance or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Senior Notes other than that series), and continuance of such
         default or breach 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 Senior
         Notes of that series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the 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 reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, 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 the continuance of any
         such decree or order for relief or any such other decree or order
         unstayed and in effect for a period of 90 consecutive days; or

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

                  (7) any other Event of Default provided with respect to Senior
         Notes of that series in the supplemental indenture authorizing such
         series

                  (8) the Notes Guarantee shall be held in a judicial proceeding
         to be unenforceable or invalid or shall cease for any reason to be in
         full force and effect.

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
                  --------------------------------------------------

         If an Event of Default with respect to Senior Notes of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Senior Notes of that series may declare the principal amount (or
such portion of the principal amount as may be specified in the terms of that
series) of all of the Senior Notes of that series to be due and payable
immediately, by a notice in writing to the Company and the Guarantor (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Senior Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Senior Notes of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

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

                           (A) all overdue interest on all Senior Notes of that
                  series,

                           (B) the principal of (and premium, if any) any Senior
                  Notes of that series which have become due otherwise than by
                  such declaration of acceleration and interest thereon at the
                  rate or rates prescribed therefor in such Senior Notes,

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

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

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

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

SECTION 503.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.
               ---------------------------------------------------------------

         The Company covenants that if an Event of Default occurs under Section
501(1), (2) or (3) with respect to any Senior Notes the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Senior
Notes, the whole amount then due and payable on such Senior Notes for principal
(and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates prescribed
therefor in such Senior Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
607.

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

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

SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.
                  --------------------------------

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Senior
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Senior
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Senior Notes and to file such other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due to the Trustee under Section 607) and of the
         Holders of Senior Notes allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Senior Notes 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 of Senior Notes, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Senior
Note any plan of reorganization, arrangement, adjustment or composition
affecting the Senior Notes or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder of a Senior Note in
any such proceeding.

SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SENIOR NOTES.
                  -------------------------------------------------------------

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

SECTION 506.      APPLICATION OF MONEY COLLECTED.
                  ------------------------------

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

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

                  Second: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Senior Notes 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 Senior Notes for
         principal (and premium, if any) and interest, respectively; and

                  Third: The balance, if any, to the Person or Persons entitled
         thereto.

SECTION 507.      LIMITATION ON SUITS.
                  -------------------

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

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

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

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.
             ----------------------------------------------------------------

         Notwithstanding any other provision in this Indenture, the Holder of
any Senior Notes shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 305) interest on such Senior Note on the due dates expressed in such
Senior Note (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.
                  ----------------------------------

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

SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.
                  ------------------------------

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Senior Notes in the last paragraph of
Section 304, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Senior Notes is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.      DELAY OR OMISSION NOT WAIVER.
                  ----------------------------

         No delay or omission of the Trustee or of any Holder of any Senior Note
to exercise any right or remedy 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 of Senior Notes may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders
of Senior Notes.

SECTION 512.      CONTROL BY HOLDERS OF SENIOR NOTES.
                  ----------------------------------

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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and could not involve the Trustee in
         personal liability in circumstances where reasonable indemnity would
         not be adequate, and

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

SECTION 513.      WAIVER OF PAST DEFAULTS.
                  -----------------------

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

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

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

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

SECTION 514.      UNDERTAKING FOR COSTS.
                  ---------------------

         All parties to this Indenture agree, and each Holder of any Senior Note
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 and
expenses, 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 principal amount of the Outstanding Senior Notes of any series, or
to any suit instituted by any Holder of any Senior Note for the enforcement of
the payment of the principal of (or premium, if any) or interest on any Senior
Note on or after the Stated Maturity or Maturities expressed in such Senior Note
(or, in the case of redemption, on or after the Redemption Date).

SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS.
                  --------------------------------

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


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.
                  -----------------------------------

         (a) Except during the continuance of an Event of Default with respect
to Senior Notes of any series,

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

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

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

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

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

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

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

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

         (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 602.      NOTICE OF DEFAULTS.
                  ------------------

         Within 90 days after the occurrence of any default hereunder with
respect to the Senior Notes of any series, the Trustee shall transmit by mail to
all Holders of Senior Notes of such series entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, notice of all defaults hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Senior Note of such series
or in the payment of any sinking fund installment with respect to Senior Notes
of such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Senior Notes
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Senior Notes of such
series, no such notice to Holders shall be given until at least 45 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Senior Notes of such series.

SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.
                  -------------------------

         Subject to the provisions of Section 601:

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

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

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

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

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

                  (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 be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney at the sole cost of the Company and shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation;

                  (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; and

                  (h) the Trustee shall not be charged with knowledge of any
         Event of Default with respect to the Senior Notes of any series for
         which it is acting as Trustee unless either (1) a Responsible Officer
         of the Trustee assigned to the Corporate Trustee Administration
         Department and agency group of the Trustee (or any successor division
         or department of the Trustee) shall have actual knowledge of the Event
         of Default or (2) written notice of such Event of Default shall have
         been given to a Responsible Officer of the Trustee by the Company, any
         other obligor on such Senior Notes or by any Holder of such Senior
         Notes.

SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SENIOR NOTES.
                  --------------------------------------------------------

         The recitals contained herein and in the Senior Notes (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture, of the Notes Guarantee or of the
Senior Notes. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Senior Notes or the proceeds
thereof.

SECTION 605.      MAY HOLD SENIOR NOTES.
                  ---------------------

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

SECTION 606.      MONEY HELD IN TRUST.
                  -------------------

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

SECTION 607.      COMPENSATION AND REIMBURSEMENT.
                  ------------------------------

         The Company and the Guarantor jointly and severally agree

                  (1) 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);

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

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

         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
Senior Notes upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, premium, if
any, or interest, if any, on particular Senior Notes.

SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.
                  ---------------------------------------

         If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
                  ----------------------------------------

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by federal or
state authority and qualified and eligible under this Article and otherwise
permitted by the Trust Indenture Act to act as Trustee under an Indenture
qualified under the Trust Indenture Act. If such corporation 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 corporation shall be deemed to be its
combined capital 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 610.      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 611.

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

         (c) The Trustee may be removed at any time with respect to the Senior
Notes of any series by Act of the Holders of a majority in principal amount of
the Outstanding Senior Notes of such series delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may at the
expense of the Company petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Senior Notes of such
series.

         (d)      If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder of a Senior
         Note who has been a Holder of a Senior Note for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         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, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Senior Notes, or (ii) subject to Section 514, any
Holder of a Senior Note who has been a bona fide Holder of a Senior Note 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 Senior Notes 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, with
respect to the Senior Notes of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Senior Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Senior Notes of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Senior Notes of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Senior Notes of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Senior Notes 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 611, become the successor Trustee with respect to the Senior Notes of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Senior Notes of any series
shall have been so appointed by the Company or the Holders of Senior Notes and
accepted appointment in the manner required by Section 611, any Holder of a
Senior Note who has been a bona fide Holder of a Senior Note of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Senior Notes of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Senior Notes of any series and each
appointment of a successor Trustee with respect to the Senior Notes of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of such series of Senior Notes as their names and
addresses appear in the Security Register.

SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
                  --------------------------------------

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Senior Notes, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company 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 or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Senior Notes of one or more (but not all) series, the Company,
the Guarantor, the retiring Trustee and each successor Trustee with respect to
the Senior Notes 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
Senior Notes 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
Senior Notes, 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 Senior Notes 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 Senior Notes of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Senior Notes 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 and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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

SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
                  -----------------------------------------------------------

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Senior Notes 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 Senior Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Senior Notes.

SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
                  --------------------------------------------------

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Senior Notes), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

         (a) "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; and

         (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) 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
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT.
                  -----------------------------------

         At any time when any of the Senior Notes remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Senior Notes that shall be authorized to act on behalf of the Trustee to
authenticate Senior Notes of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 304, and Senior
Notes 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 Senior Notes 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 shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to 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.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. 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 shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Senior
Notes, if any, of the series with respect to which such Authenticating Agent
will serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         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, subject to the
provisions of Section 607.

         The provisions of Sections 306, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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


                             As Trustee

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

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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
                  ---------------------------------------------------------

         The Company will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of the
         Company, or any of its Paying Agents other than the Trustee, as to the
         names and addresses of the Holders of Senior Notes as of the preceding
         May 15 or November 15, as the case may be, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of the most recent Regular Record
         Date;

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

SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
                  ------------------------------------------------------

         (a) The Trustee shall comply with the obligations imposed on it
pursuant to Section 312 of the Trust Indenture Act.

         (b) Every Holder of Senior Notes, by receiving and holding the same,
agrees with the Company, the Guarantor and the Trustee that neither the Company,
the Guarantor nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Senior Notes in accordance with Section 312(b)
of the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

SECTION 703.      REPORTS BY TRUSTEE.
                  ------------------

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Senior Notes pursuant to this Indenture, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit a brief report dated as of such May 15 with respect to any of the
events specified in such Section 313(a) that may have occurred since the later
of the immediately preceding May 15 and the date of this Indenture.

         (b) The Trustee shall transmit the reports required by Section 313(b)
of the Trust Indenture Act at the times specified therein.

         (c) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and (d) of the Trust Indenture
Act.

SECTION 704.      REPORTS BY COMPANY.
                  ------------------

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

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) that the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of said Sections, then it shall file with
         the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934, as amended, in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations (delivery of such reports, information and
         documents to the Trustee is for informational purposes only and the
         Trustee's receipt of such shall not constitute notice of any
         information contained therein or determinable from information
         contained therein, including the Company's compliance with any of its
         covenants hereunder (as to which the Trustee is entitled to rely
         exclusively on Officers' Certificates));

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations (delivery of such reports, information and documents to
         the Trustee is for informational purposes only and the Trustee's
         receipt of such shall not constitute notice of any information
         contained therein or determinable from information contained therein,
         including the Company's compliance with any of its covenants hereunder
         (as to which the Trustee is entitled to rely exclusively on Officers'
         Certificates));

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

                  (4) notify the Trustee when and as the Senior Notes of any
         series become admitted to trading on any national securities exchange.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.COMPANY AND 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, transfer or lease its properties and
assets substantially as an entirety to any Person, unless

                  (1) in case the Company or the Guarantor shall consolidate
         with or merge into another corporation or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         corporation formed by such consolidation or into which the Company or
         the Guarantor is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company or
         the Guarantor substantially as an entirety shall be a corporation
         organized and existing under the laws of the United States of America,
         any State thereof or the District of Columbia 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 on all
         the Senior Notes and the due and punctual payment of the Notes
         Guarantee, 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;

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

                  (3) the Company or the Guarantor, as the case may be, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease complies with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.
              ---------------------------------

         Upon any consolidation by the Company or the Guarantor with or merger
by the Company or the Guarantor into any corporation or any conveyance, transfer
or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company or the
Guarantor is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor corporation 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 corporation shall be relieved of all obligations and
covenants under this Indenture and the Senior Notes.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
                  ---------------------------------------------------

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

                  (1) to evidence the succession of another corporation to the
         Company or the Guarantor and the assumption by any such successor of
         the covenants of the Company or the Guarantor herein and in the Senior
         Notes; or

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

                  (3) to add any additional Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture, to change or eliminate any restrictions on the payment of
         principal (or premium, if any) on Senior Notes or to permit the
         issuance of Senior Notes in uncertificated form, provided any such
         action shall not adversely affect the interests of the Holders of
         Senior Notes of any series in any material respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture with respect to any series of Senior Notes theretofore
         unissued; or

                  (6) to secure the Senior Notes; or

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

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Senior Notes 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 611(b); or

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

                  (10) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act or under
         any similar federal statute hereafter enacted, and to add to this
         Indenture such other provisions as may be expressly required by the
         Trust Indenture Act.

SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
                  -----------------------------------------------

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

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Senior Note, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or change the method of
         calculating the rate of interest thereon, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or

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

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1006, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Senior Note affected thereby, provided, however, that this
         clause shall not be deemed to require the consent of any Holder of a
         Senior Note with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1006, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(8), or

                  (4) reduce any amount payable under, delay or defer the
         required time of payment under, or impair the right to institute suit
         to enforce any payment under the Notes Guarantee.

SECTION 903.  GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE.
              ---------------------------------------------------

         (a) 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 Senior Notes, or which
modifies the rights of the Holders of Senior Notes 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 Senior Notes of any other series.

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

SECTION 904.      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 601) 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 905.      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 Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 906.      CONFORMITY WITH TRUST INDENTURE ACT.
                  -----------------------------------

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

SECTION 907.      REFERENCE IN SENIOR NOTES TO SUPPLEMENTAL INDENTURES.
                  ----------------------------------------------------

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


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL AND INTEREST.
                  ---------------------------------

         The Company covenants and agrees for the benefit of each series of
Senior Notes that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Senior Notes of that series in accordance with the
terms of the Senior Notes and this Indenture.

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.
                  -------------------------------

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

         The Company or the Guarantor may also from time to time designate one
or more other offices or agencies where the Senior Notes of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations. The Company and the Guarantor will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

         The Company and the Guarantor may appoint an Affiliate thereof as an
agency for any of the foregoing purposes.

SECTION 1003.     MONEY FOR SENIOR NOTES PAYMENTS TO BE HELD IN TRUST.
                  ---------------------------------------------------

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

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

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

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

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Senior Notes of that series) in the making
         of any payment of principal of (and premium, if any) or interest on the
         Senior Notes of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust 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, 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 or an Affiliate, in trust for the payment of the principal of
(and premium, if any) or interest on any Senior Note of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company or an Affiliate) shall be discharged from such
trust; and the Holder of such Senior Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company or such Affiliate as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper of general circulation in New
York City notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004.     CORPORATE EXISTENCE.
                  -------------------

         Subject to Article Eight, each of the Company and the Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and its rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor shall
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of its business, and that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 1005.     STATEMENT AS TO COMPLIANCE.
                  --------------------------

         (a) The Company and the Guarantor shall deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement, which need not
comply with Section 102, signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company
and the Guarantor, as to his or her knowledge of the Company's and the
Guarantor's compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1005, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

         (b) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time or both would become an Event of Default pursuant to Section 501.

SECTION 1006.     WAIVER OF CERTAIN COVENANTS.
                  ---------------------------

         The Company and the Guarantor may omit in any particular instance to
comply with any term, provision or condition set forth in Section 1004 with
respect to the Senior Notes of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Senior
Notes of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the Guarantor and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


                                 ARTICLE ELEVEN

                           REDEMPTION OF SENIOR NOTES

SECTION 1101.     APPLICABILITY OF ARTICLE.
                  ------------------------

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

SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.
                  -------------------------------------

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

SECTION 1103.     SELECTION BY TRUSTEE OF SENIOR NOTES TO BE REDEEMED.
                  ---------------------------------------------------

         If the Senior Notes are registered in the name of only one Holder, any
partial redemptions shall be pro rata. If the Senior Notes are held in
definitive form by more than one Holder and if less than all the Senior Notes of
any series are to be redeemed, the particular Senior Notes to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Senior Notes of such series not previously called for
redemption, by lot or other 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 Senior Notes of that series or
any integral multiple thereof) of the principal amount of Senior Notes of such
series of a denomination larger than the minimum authorized denomination for
Senior Notes of that series.

         The Trustee shall promptly notify the Company in writing of the Senior
Notes selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed.

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

SECTION 1104.     NOTICE OF REDEMPTION.
                  --------------------

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Senior Notes to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price, or if not then ascertainable, the
         manner of calculation thereof,

                  (3) if less than all the Outstanding Senior Notes of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Senior
         Notes to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Senior Note to be redeemed and,
         if applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where such Senior Notes are to be
         surrendered for payment of the Redemption Price,

                  (6)      the CUSIP Numbers; and

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

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

         The Company shall give the Trustee prompt notice of the amount of any
Redemption Price that is subject to calculation, promptly after the calculation
thereof.

SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.
                  ---------------------------

         Except as otherwise provided in a supplemental indenture pursuant to
Section 301, prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of and accrued
interest, if any, on all the Senior Notes which are to be redeemed on that date.

SECTION 1106.     SENIOR NOTES PAYABLE ON REDEMPTION DATE.
                  ---------------------------------------

         Notice of redemption having been given as aforesaid, the Senior Notes
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with any accrued interest thereon,
and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Senior Notes shall cease to bear
interest. Upon surrender of any such Senior Note for redemption in accordance
with such notice, such Senior Note shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that, except as otherwise provided in a supplemental
indenture pursuant to Section 301, installments of interest on Senior Notes
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Senior Notes, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 305.

         If any Senior Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Senior Note.

SECTION 1107.     SENIOR NOTES REDEEMED IN PART.
                  -----------------------------

                  Any Senior Note that is to be redeemed only in part shall be
surrendered at an office or agency of the Company therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Senior Note without service charge, a new Senior Note of the same series,
Stated Maturity and original issue date of any authorized denomination as
requested by such Holder with the Notes Guarantee endorsed thereon, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Senior Note so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     APPLICABILITY OF ARTICLE.
                  ------------------------

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

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

SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH SENIOR NOTES.
                  -------------------------------------------------------

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

SECTION 1203.     REDEMPTION OF SENIOR NOTES FOR SINKING FUND.
                  -------------------------------------------

         Not less than 60 days prior to each sinking fund payment date for any
series of Senior Notes, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Senior Notes of that series
pursuant to Section 1202 and stating the basis for such credit and that such
Senior Notes have not previously been so credited and will also deliver to the
Trustee any Senior Notes to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Senior Notes to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Senior Notes shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                                 NOTES GUARANTEE

SECTION 1301.     GUARANTEE.
                  ---------

         The Guarantor hereby irrevocably and unconditionally guarantees to each
Holder of a Senior Note of each series the due and punctual payment of the
principal of and any premium and interest on such Senior Note 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 Senior Note and this Indenture, regardless of any
defense, right of set-off or counterclaim that the Guarantor may have or assert,
except the defense of payment. The Guarantor's obligation to make a payment
under this Article Thirteen may be satisfied by direct payment of the required
amounts by the Guarantor to the Paying Agent on behalf of the Holders or by
causing the Company to pay such amounts to the Paying Agent on behalf of the
Holders.

         To the extent permitted under applicable law, if any Holder or the
Trustee is required by a final non-appealable judgment of any court or otherwise
to return to either the Company or the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the
Guarantor, any amount paid by either the Company or the Guarantor to such Holder
or the Trustee, the Notes Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. To the extent permitted under applicable
law, the Guarantor further agrees that, as between the Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article Five
for the purpose of the Notes Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed by the Notes Guarantee, and (y) in the event of any acceleration of
such obligations as provided in Article Five, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantor for the
purpose of the Notes Guarantee.

         The Notes Guarantee set forth in this Section 1301 shall not be valid
or become obligatory for any purpose with respect to a Senior Note until the
certificate of authentication on such Senior Note shall have been authenticated
by or on behalf of the Trustee by manual signature.

SECTION 1302.     WAIVER OF NOTICE AND DEMAND.
                  ---------------------------

         The Guarantor hereby waives notice of acceptance of the Notes Guarantee
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Company or any
other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 1303.     GUARANTOR OBLIGATIONS NOT AFFECTED.
                  ----------------------------------

         The obligations of the Guarantor under this Article Thirteen shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:

                  (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Company of any express or
         implied agreement, covenant, term or condition relating to the Senior
         Notes to be performed or observed by the Company;

                  (b) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of this Indenture or the Senior Notes, or any action on the part
         of the Company granting indulgence or extension of any kind;

                  (c) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Company or any of the assets of the Company;

                  (d) any invalidity of, or defect or deficiency in, the Senior
         Notes;

                  (e) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                  (f) any other circumstance whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor
         (other than payment of the underlying obligation), it being the intent
         of this Article Thirteen that the obligations of the Guarantor
         hereunder shall be absolute and unconditional under any and all
         circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

         The Notes Guarantee shall constitute a guaranty of payment and not of
collection.

SECTION 1304.     FORM OF GUARANTEE.
                  -----------------

         A notation of the Notes Guarantee shall be set forth on each Senior
Note in substantially the following form:

         FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a corporation duly organized
and existing under the laws of the State of Delaware (the "Guarantor", which
term includes any successor Person under the Indenture referred to in the Senior
Note upon which this notation of the Notes Guarantee is endorsed) hereby
irrevocably and unconditionally guarantees to the Trustee under the Indenture
and the Holder of this Senior Note issued by Southern Company Capital Funding,
Inc. (the "Company"), pursuant to the terms of the Notes Guarantee contained in
Article Thirteen of the Indenture, the due and punctual payment of the principal
of and premium, if any, and interest on this Senior Note, 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
this Senior Note and the Indenture.

         The obligations of the Guarantor to the Holders of the Senior Notes and
to the Trustee pursuant to the Notes Guarantee and the Indenture are expressly
set forth in Article Thirteen of the Indenture, and reference is hereby made to
such Article and Indenture for the precise terms of the Notes Guarantee.

         THIS NOTES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

         This Notes Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Senior Note upon which this
notation of the Notes Guarantee is endorsed shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers.


(SEAL)                                               THE SOUTHERN COMPANY

Attest:


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

SECTION 1305.     EXECUTION OF GUARANTEE.
                  ----------------------

         To evidence the Notes Guarantee to the Holders specified in Section
1301, the Guarantor hereby agrees to execute the notation of the Notes
Guarantee, in substantially the form set forth in Section 1304, to be endorsed
on each Senior Note authenticated and delivered by the Trustee. The Guarantor
hereby agrees that the Notes Guarantee set forth in Section 1301 shall remain in
full force and effect notwithstanding any failure to endorse on each Senior Note
a notation of the Notes Guarantee. Each such notation of the Notes Guarantee
shall be signed on behalf of the Guarantor, by a director or officer, prior to
the authentication of the Senior Note on which it is endorsed, and the delivery
of such Senior Note by the Trustee, after the due authentication thereof by the
Trustee hereunder, shall constitute due delivery of the Notes Guarantee on
behalf of the Guarantor. Such signature upon the notation of the Notes Guarantee
may be a manual or facsimile signature of any such director or officer and may
be imprinted or otherwise reproduced below the notation of the Notes Guarantee,
and in case any such director or officer who shall have signed the notation of
the Notes Guarantee shall cease to be such director or officer before the Senior
Note on which such notation is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Senior Note
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the notation of the Notes Guarantee had not ceased to be such
director or officer of the Guarantor.

SECTION 1306.     SUBROGATION.
                  -----------

         The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Company in respect of any amounts paid to the Holders by the
Guarantor under this Article Thirteen with respect to any series of Senior
Notes; provided, however, that the Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Article Thirteen with respect to a series of Senior Notes if, at the time of any
such payment, any amounts are due and unpaid under such series of Senior Notes.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

SECTION 1307.     INDEPENDENT OBLIGATIONS.
                  -----------------------

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Company with respect to the Senior Notes
and that the Guarantor shall be liable as principal and as debtor hereunder to
make payments pursuant to the terms of the Notes Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 1303 hereof.


                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 1401.     NO RECOURSE AGAINST OTHERS.
                  --------------------------

         An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company or the Guarantor shall not have
any liability for any obligations of the Company or the Guarantor under the
Senior Notes, the Notes Guarantee or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a
Senior Note, each Holder shall waive and release all such liability. Such waiver
and release shall be part of the consideration for the issue of the Senior
Notes.

SECTION 1402.     ASSIGNMENT; BINDING EFFECT.
                  --------------------------

         The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Guarantor, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company or the Guarantor
in connection with a transaction described in Article Eight. This Indenture
shall be binding upon and inure to the benefit of the Company, the Guarantor,
the Trustee, the Holders, any Security Registrar, Paying Agent and
Authenticating Agent and their respective successors and assigns.


         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.



<PAGE>


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


                                             SOUTHERN COMPANY CAPITAL
                                             FUNDING, INC.


                                             By
                                             ----------------------------------
                                                         Vice President


Attest:




Assistant Secretary

                                             THE SOUTHERN COMPANY


                                             By
                                               --------------------------------
                                               Financial Vice President

Attest:



Assistant Secretary

                                             THE BANK OF NEW YORK
                                             Trustee


                                             By
                                              ---------------------------------


Attest: