<PAGE>

                                                                     Exhibit 4.2

                            AGL CAPITAL CORPORATION
                                    Issuer

                                      and

                              AGL RESOURCES INC.
                                   Guarantor

                             THE BANK OF NEW YORK
                                  as Trustee

                              -------------------
                                   INDENTURE
                         Dated as of February 20, 2001

                          GUARANTEED DEBT SECURITIES
<PAGE>

                                TABLE OF CONTENTS

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ARTICLE One Definitions and other Provisions of General Application....................................... 1

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

ARTICLE Two Security Forms................................................................................12

   SECTION 201.  Forms Generally..........................................................................12
   SECTION 202.  Form of Trustee's Certificate of Authentication..........................................12
   SECTION 203.  Forms Of Guarantees......................................................................13
   SECTION 204.  Securities in Global Form................................................................13

ARTICLE Three The Securities..............................................................................13

   SECTION 301.  Amount Unlimited; Issuable in Series.....................................................13
   SECTION 302.  Denominations............................................................................16
   SECTION 303.  Execution, Authentication, Delivery and Dating...........................................16
   SECTION 304.  Temporary Securities.....................................................................18
   SECTION 305.  Registration, Registration of Transfer and Exchange......................................19
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.........................................20
   SECTION 307.  Payment of Interest; Interest Rights Preserved...........................................20
   SECTION 308.  Persons Deemed Owners....................................................................21
   SECTION 309.  Cancellation.............................................................................22
   SECTION 310.  Computation of Interest..................................................................22
   SECTION 311.  Payment to Be in Proper Currency.........................................................22

ARTICLE Four Redemption of Securities.....................................................................23

   SECTION 401.  Applicability of Article.................................................................23
   SECTION 402.  Election to Redeem; Notice to Trustee....................................................23
   SECTION 403.  Selection of Securities to Be Redeemed...................................................23
   SECTION 404.  Notice of Redemption.....................................................................24
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                               TABLE OF CONTENTS
                                  (continued)

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   SECTION 405.   Securities Payable on Redemption Date....................................................24
   SECTION 406.   Securities Redeemed in Part..............................................................25

ARTICLE Five Sinking Funds.................................................................................25

   SECTION 501.   Applicability of Article.................................................................25
   SECTION 502.   Satisfaction of Sinking Fund Payments with Securities....................................25
   SECTION 503.   Redemption of Securities for Sinking Fund................................................26

ARTICLE Six Covenants......................................................................................26

   SECTION 601.   Payment of Principal, Premium and Interest...............................................26
   SECTION 602.   Maintenance of Office or Agency..........................................................26
   SECTION 603.   Money for Securities Payments to Be Held in Trust........................................27
   SECTION 604.   Corporate Existence......................................................................28
   SECTION 605.   Maintenance of Properties................................................................29
   SECTION 606.   Statement as to Compliance; Notice of Certain Defaults...................................29
   SECTION 607.   Waiver of Certain Covenants..............................................................29

ARTICLE Seven Satisfaction and Discharge...................................................................30
   SECTION 701.   Satisfaction and Discharge of Securities.................................................30
   SECTION 702.   Satisfaction and Discharge of Indenture..................................................32
   SECTION 703.   Application of Trust Money...............................................................33

ARTICLE Eight Events of Default; Remedies..................................................................33

   SECTION 801.   Events of Default........................................................................33
   SECTION 802.   Acceleration of Maturity; Rescission and Annulment.......................................34
   SECTION 803.   Collection of Indebtedness and Suits for Enforcement by Trustee..........................35
   SECTION 804.   Trustee May File Proofs of Claim.........................................................36
   SECTION 805.   Trustee May Enforce Claims Without Possession of Securities..............................36
   SECTION 806.   Application of Money Collected...........................................................37
   SECTION 807.   Limitation on Suits......................................................................37
   SECTION 808.   Unconditional Right of Holders to Receive Principal, Premium and Interest................38
   SECTION 809.   Restoration of Rights and Remedies.......................................................38
   SECTION 810.   Rights and Remedies Cumulative...........................................................38
   SECTION 811.   Delay or Omission Not Waiver.............................................................38
   SECTION 812.   Control by Holders of Securities.........................................................38
   SECTION 813.   Waiver of Past Defaults..................................................................39
   SECTION 814.   Undertaking for Costs....................................................................39

ARTICLE Nine The Trustee...................................................................................40
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                               TABLE OF CONTENTS
                                  (continued)
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   SECTION 901.    Certain Duties and Responsibilities......................................................40
   SECTION 902.    Notice of Defaults.......................................................................41
   SECTION 903.    Certain Rights of Trustee................................................................41
   SECTION 904.    Not Responsible for Recitals or Issuance of Securities...................................42
   SECTION 905.    May Hold Securities......................................................................42
   SECTION 906.    Money Held In Trust......................................................................43
   SECTION 907.    Compensation and Reimbursement...........................................................43
   SECTION 908.    Disqualification; Conflicting Interests..................................................43
   SECTION 909.    Corporate Trustee Required; Eligibility..................................................43
   SECTION 910.    Resignation and Removal; Appointment of Successor........................................44
   SECTION 911.    Acceptance of Appointment by Successor...................................................45
   SECTION 912.    Merger, Conversion, Consolidation or Succession to Business..............................46
   SECTION 913.    Preferential Collection of Claims Against Company........................................46
   SECTION 914.    Appointment of Authenticating Agent......................................................46

ARTICLE Ten Holders' Lists and Reports by Trustee, Company and Guarantor....................................48

   SECTION 1001.   Company and Guarantor to Furnish Trustee Names and Addresses of Holders..................48
   SECTION 1002.   Preservation of Information; Communications to Holders...................................49
   SECTION 1003.   Reports by Trustee.......................................................................50
   SECTION 1004.   Reports by Company and the Guarantor.....................................................50

ARTICLE Eleven Consolidation, Merger, Conveyance, Transfer or Lease.........................................51

   SECTION 1101.   Company or Guarantor May Consolidate, etc., Only on Certain Terms........................51
   SECTION 1102.   Successor Corporation Substituted........................................................52

ARTICLE Twelve Supplemental Indentures......................................................................52

   SECTION 1201.   Supplemental Indentures Without Consent of Holders.......................................52
   SECTION 1202.   Supplemental Indentures With Consent of Holders..........................................54
   SECTION 1203.   Execution of Supplemental Indentures.....................................................55
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                               TABLE OF CONTENTS
                                  (continued)

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   SECTION 1204.   Effect of Supplemental Indentures........................................................55
   SECTION 1205.   Conformity With Trust Indenture Act......................................................55
   SECTION 1206.   Reference In Securities to Supplemental Indentures.......................................55
   SECTION 1207.   Modification Without Supplemental Indenture..............................................56

ARTICLE Thirteen Meetings of Holders; Action Without Meeting................................................56

   SECTION 1301.   Purposes for Which Meetings May Be Called................................................56
   SECTION 1302.   Call, Notice and Place of Meetings.......................................................56
   SECTION 1303.   Persons Entitled to Vote at Meetings.....................................................57
   SECTION 1304.   Quorum; Action...........................................................................57
   SECTION 1305.   Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of
                   Meetings.................................................................................58
   SECTION 1306.   Counting Votes and Recording Action of Meetings..........................................59
   SECTION 1307.   Action Without Meeting...................................................................59
   SECTION 1308.   Fixing of Record Date....................................................................59

ARTICLE Fourteen Immunity of Incorporators, Stockholders, Officers and Directors............................60

   SECTION 1401.   Liability Solely Corporate...............................................................60

ARTICLE Fifteen Guarantees..................................................................................60

   SECTION 1501.   Guarantee................................................................................60
   SECTION 1502.   Execution and Delivery of Guarantees.....................................................61
</TABLE>
<PAGE>

                                                                     Exhibit 4.2

         INDENTURE, dated as of February 20, 2001, between AGL CAPITAL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Nevada, (herein called the "Company"), having its principal office at
2325-B Renaissance Drive, Las Vegas, Nevada 89119, and AGL RESOURCES INC., a
corporation duly organized and existing under the laws of the State of Georgia
(herein called the "Guarantor"), having its principal office at 817 West
Peachtree Street, N.W., Atlanta, Georgia 30308 and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes securities (hereinafter called the "Securities") evidencing its
unsecured indebtedness and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to have such titles, to bear such rates of
interest, to mature at such time or times and to have such other provisions as
shall be fixed as hereinafter provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company proposes
to do all things necessary to make the Securities, when executed by the Company
and authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.

                           RECITALS OF THE GUARANTOR

         The Guarantor desires to make the Guarantees provided for herein.

         All things necessary to make this Indenture a valid agreement of the
Guarantor, in accordance with its terms, have been done and the Guarantor will
do all things necessary to make the Guarantees, when executed by the Guarantor
and endorsed on the Securities authenticated and delivered hereunder, the valid
obligations of the Guarantor as hereinafter provided.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

            Definitions and other Provisions of General Application

         SECTION 101.  Definitions.

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

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

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

                  (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States 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; provided, however, that in determining
generally accepted accounting principles applicable to the Company, the Company
shall, to the extent required, conform to any order, rule or regulation of any
administrative agency, regulatory authority or other governmental body having
jurisdiction over the Company, and

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

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

         "Act" , when used with respect to any Holder of a Security, 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 act on behalf of the Trustee to authenticate one or more series of
Securities.

         "Board of Directors," when used with reference to the Company or the
Guarantor, means either the board of directors or any duly authorized committee
of that board, of the Company or the Guarantor, as the case may be.

         "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, or (ii) a certificate signed
by the director or directors or officer or officers to whom the Board of
Directors of the Company or the Guarantor shall have duly delegated its
authority, and delivered to the Trustee.

         "Business Day," when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or

                                       2
<PAGE>

Sunday, which is not a day on which banking institutions and trust companies in
such Place of Payment or other location are generally authorized or required by
law, regulation or executive order to remain closed, except as may be otherwise
specified as contemplated by Section 301.

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

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

         "Company Request" 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 Controller,
its Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee at which, at
any time, it administers this trust, meaning the trust under this particular
Indenture, which office at the date of execution of this Indenture is located at
10161 Centurion Parkway, Highwoods Center, 2nd Floor, Jacksonville, Florida,
32256.

         "Corporation" includes corporations, limited liability companies,
association, company, joint stock company or business trust.

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

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

         "Eligible Obligations" means:

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

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

         "Event of Default" has the meaning specified in Section 801.

         "Global Securities" means securities in global form.

         "Government Obligations" means:

                                       3
<PAGE>

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

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

         "Guarantee" means any guarantee of the Guarantor endorsed or a Security
authenticated and delivered pursuant to this Indenture and shall include the
Guarantee set forth in Section 1501.

         "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 Indenture, and thereafter
"Guarantor" shall mean such successor corporation.

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

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

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

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

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

         "Officers' Certificate," when used with reference to the Company or the
Guarantor, means a certificate signed by the Chairman of the Board, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Controller, the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be, 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.

                                       4
<PAGE>

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 802.

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

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

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

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

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

                  (x) Securities owned by the Company, the Guarantor or any
         other obligor upon the Securities or any Affiliate of the Company, the
         Guarantor or of such other obligor (unless the Company, such Affiliate
         or such obligor owns all Securities Outstanding under this Indenture,
         or all Outstanding Securities of each such series and each such
         Tranche, as the case may be, determined without regard to this clause
         (x)) shall be disregarded and deemed not to be Outstanding, except
         that, in determining whether the Trustee shall be protected in relying
         upon any such request, demand, authorization, direction, notice,
         consent or waiver or upon any such determination as to the presence of
         a quorum, only Securities which the Trustee knows to be so owned shall
         be so disregarded; provided, however, that Securities so owned which
         have been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the pledgee's
         right so to act with respect to such Securities and that the pledgee is
         not the Company, the Guarantor or any other obligor upon the Securities
         or any Affiliate of the Company, the Guarantor or of such other
         obligor;

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

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

                                       5
<PAGE>

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

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

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

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

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places, specified as contemplate by Section 301, at
which, subject to Section 602, the principal of and premium, if any, and
interest, if any, on the Securities of such series are payable.

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

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

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

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

         "Required Currency" has the meaning specified in Section 311.

         "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive

                                       6
<PAGE>

committee of the board of directors, the chairman of the trust committee, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, 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 of
the Trustee to whom such matter is referred because of his knowledge of any
familiarity with the particular subject.

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

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

         "Special Record Date" for the payment of any Defaulted Interest on the
Securities of any series means a date fixed by the Trustee pursuant to Section
307.

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

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

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this instrument was executed except as provided in Section 1205.

         "United States" means the United States of America, its territories,
its possessions and other areas subject to its jurisdiction.

         SECTION 102.  Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor,
as the case may be, shall, if requested by the Trustee, 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

                                       7
<PAGE>

which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
certificate or opinion need be furnished except as specifically contemplated by
such provision of this Indenture.

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

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

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

                  (c)  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

                  (d)  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 so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the 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, as the
case may be, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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

         SECTION 104.  Acts of Holders.

                                       8
<PAGE>

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

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

                  (c) The principal amount (except as otherwise contemplated in
clause (y) of the proviso to the definition of outstanding) and serial numbers
of Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

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

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

                  (f) Securities of any series, or any Tranche thereof,
authenticated and delivered after any Act of Holders may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any action
taken by such Act of Holders. If the Company

                                       9
<PAGE>

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

                  (g) If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of the record date.

         SECTION 105.  Notices, Etc. to Trustee, Company and Guarantor.

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

                  (a) the Trustee by any Holder or by the Company or the
Guarantor 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, or if sent by facsimile transmission, to a facsimile number provided by
the Trustee, with a copy mailed, first class postage prepaid to the Trustee
addressed to it as provided above, or

                  (b) 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,
addressed in the case of the Company to it at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to such Trustee by the Company, or if
sent by facsimile transmission, to a facsimile number provided to the Trustee by
the Company, with a copy mailed, first class postage prepaid, to the Company
addressed to it as provided above, and with a copy to the Guarantor, and
addressed in the case of the Guarantor to it at the address specified in the
first paragraph of this instrument or at any other address previously furnished
in writing to such Trustee by the Guarantor, or if sent by facsimile
transmission, to a facsimile number provided to the Trustee by the Guarantor,
with a copy mailed, first class postage prepaid, to the Guarantor addressed to
it as provided above, and with a copy to the Company.

         SECTION 106.  Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed,
first-class postage prepaid, to each Holder affected by such

                                       10
<PAGE>

event, at the address of such Holder 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 to
Holders 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.

         Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         SECTION 107.  Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.

         SECTION 108.  Effect of Headings and Table of Contents.

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

         SECTION 109.  Successors and Assigns.

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

         SECTION 110.  Separability Clause.

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

         SECTION 111.  Benefits of Indenture.

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

         SECTION 112.  Governing Law.

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

                                       11
<PAGE>

         SECTION 113.  Legal Holidays.

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

                                  ARTICLE TWO

                                Security Forms

         SECTION 201.  Forms Generally.

         The definitive Securities of each series shall be in substantially the
forms thereof established in Board Resolutions or Officers' Certificates
pursuant to Board Resolutions, or in indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the forms of Securities of any series are established in a Board
Resolution or in an Officers' Certificate pursuant to a Board Resolution, such
Board Resolution and Officers' Certificate, if any, shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

         The Securities of each series shall be issuable in registered form
without coupons. The definitive Securities shall be produced in such manner as
shall be determined by the officers executing such Securities, as evidenced by
their execution thereof.

         SECTION 202.  Form of Trustee's Certificate of Authentication.

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

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

                       The Bank of New York
                       as Trustee

                                       12
<PAGE>

                       By:___________________________________
                           Authorized Signatory"

         SECTION 203.  Forms Of Guarantees.

         The Guarantees by the Guarantor to be endorsed on the Securities of
each series shall be in substantially the form or forms as shall be established
by or pursuant to a Board Resolution of the Guarantor, with such appropriate
insertions, omissions, substitutions and other corrections as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Guarantees, as evidenced by their execution of such
Guarantees.

         SECTION 204.  Securities in Global Form.

         If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee and in
such manner as shall be specified in such Security. Any instructions by the
Company with respect to a Security in global form, after its initial issuance,
shall be in writing but need not comply with Section 102.

         Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form.


                                 ARTICLE THREE

                                The Securities

         SECTION 301.  Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. Subject to the last
paragraph of this Section, there shall be established in a Board Resolution or
in an Officers' Certificate pursuant to a Board Resolution, or established in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,

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

                  (b) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of,

                                       13
<PAGE>

other Securities of the series pursuant to Section 304, 305, 306, 406 or 1206
and, except for any Securities which, pursuant to Section 303, are deemed never
to have been authenticated and delivered hereunder);

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

                  (d) the date or dates on which the principal of the Securities
of such series is payable;

                  (e) the rate or rates at which the Securities of such series,
or any Tranche thereof, shall bear interest, if any (including the rate or rates
at which overdue principal, premium or interest shall bear interest, if any), or
any method or methods 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 and the Regular Record Date for the
interest payable on Securities on any Interest Payment Date; and the basis of
computation of interest, if other than as provided in Section 310;

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

                  (g) the period or periods within which, the price or prices at
which and the terms and conditions upon which the Securities of such series, or
any Tranche thereof, may be redeemed, in whole or in part, at the option of the
Company;

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

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

                  (j) whether Securities of the series may be issued in whole or
in part in global form and, if so, the identity of the depositary for such
Securities, in global form, and the terms and conditions, if any, on which
interests in such Securities, in global form, may be exchanged, in whole or in
part, for the individual securities represented thereby;

                  (k) if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are to be
payable, at the election of the Company or a

                                       14
<PAGE>

Holder thereof, in a coin or currency other than that in which the Securities
are stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made;

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

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

                  (n) if the amount of payments of principal of or premium, if
any, or interest, if any, on the Securities of such series, or any Tranche
thereof, may be determined with reference to an index, the manner in which such
amounts shall be determined;

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

                  (p) any Events of Default, in addition to those specified in
Section 801, with respect to the Securities of such series, and any covenants of
the Company and the Guarantor for the benefit of the Holders of the Securities
of such series, or any Tranche thereof, in addition to those set forth in
Article Six;

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

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

                  (s) if a service charge will be made for the registration of
transfer or exchange of Securities of such series, or any Tranche thereof, the
amount or terms thereof;

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

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

                                       15
<PAGE>

         If any of the terms of the series are established in a Board Resolution
or in an Officers' Certificate pursuant to a Board Resolution, such Board
Resolution and Officers' Certificate, if any, shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities. With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate may provide general terms or parameters for Securities of such
series and provide either that the specific terms of particular Securities of
such series shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with a Company Order as
contemplated by the proviso of the third paragraph of Section 303.

         SECTION 302.  Denominations.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Securities of each series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

         SECTION 303.  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, one of its Vice Presidents or any other
duly authorized officer, under its corporate seal affixed thereto or reproduced
thereon attested by its Secretary, one of its Assistant Secretaries or any other
duly authorized officer. The signature of any or all of these officers on the
Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time 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 Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication and delivery, together with a Company
Order for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities; provided, however, that, with respect to Securities of a series
subject to a Periodic Offering, (a) such Company Order may be delivered by the
Company to the Trustee prior to the delivery to the Trustee of such Securities
for authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, all pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order, (c) the maturity date or dates, original issue date or dates, interest
rate or rates and any other terms of Securities of such series shall be
determined by Company Order or pursuant to such procedures and (d) if provided
for in such procedures, such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing.

                                       16
<PAGE>

         In authenticating Securities of any series, and accepting
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 901) shall be
fully protected in relying upon, an Opinion of Counsel stating

                  (a) that the forms of such Securities have been duly
authorized by the Company and have been established in conformity with the
provisions of this Indenture;

                  (b) that the terms of such Securities have been duly
authorized by the Company and have been established in conformity with the
provisions of this Indenture; and

                  (c) that such Securities, when authenticated and delivered by
the Trustee and issued and delivered by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will have been duly issued
under this Indenture and will constitute valid and legally binding obligations
of the Company, entitled to the benefits provided by this Indenture, and
enforceable against the Company in accordance with their terms, subject, as to
enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally, and to general principles of
equity and doctrines applicable thereto (including, but not limited to, all
matters of public policy);

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the opinions described in clauses (b) and (c)
above may, alternatively, state, respectively,

                  (x) that, when the terms of such Securities shall have been
         established pursuant to a Company Order or pursuant to such procedures
         as may be specified from time to time by a Company Order, all as
         contemplated by and in accordance with a Board Resolution or an
         Officers' Certificate pursuant to a Board Resolution, as the case may
         be, such terms will have been duly authorized by the Company and will
         have been established in conformity with the provisions of this
         Indenture; and

                  (y) that such Securities, when (1) executed by the Company,
         (2) authenticated and delivered by the Trustee in accordance with this
         Indenture, (3) issued and delivered by the Company and (4) paid for,
         all as contemplated by and in accordance with the aforesaid Company
         Order or specified procedures, as the case may be, will have been duly
         issued under this Indenture and will constitute valid and legally
         binding obligations of the Company, entitled to the benefits provided
         by the Indenture, and enforceable against the Company in accordance
         with their terms, subject, as to enforcement, to applicable bankruptcy,
         insolvency, reorganization, moratorium or other laws affecting
         creditors' rights generally, and to general principles of equity and
         doctrines applicable thereto (including, but not limited to, all
         matters of public policy).

         With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such

                                       17
<PAGE>

series unless and until such opinion or other documents have been superseded or
revoked. In connection with the authentication and delivery of Securities of a
series subject to a Periodic Offering, the Trustee shall be entitled to assume
that the Company's instructions to authenticate and deliver such Securities do
not violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

     If the form or terms of the Securities of any series have been established
by or pursuant to a Board Resolution as permitted by Sections 201 or 301, the
Trustee shall not be required to authenticate such Securities if the issuance of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or its agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder to the Company, or any
Person acting on its behalf, but shall never have been issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits hereof.

     Reference is made to Section 1502 concerning execution and delivery of the
Guarantees.

     SECTION 304.   Temporary Securities.

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

     If temporary Securities of any series are issued, the Company shall cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series, without charge to the Holder. Upon surrender for
cancellation of any

                                       18
<PAGE>

one or more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor definitive
Securities of the same series, of authorized denominations and of like tenor and
aggregate principal amount.

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

     SECTION 305.   Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept at the office of the Security Registrar
designated pursuant to Section 602 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 Securities and the
registration of transfer thereof.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company maintained pursuant to Section 602 in a
Place of Payment for such series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of authorized
denominations and of like tenor and aggregate principal amount.

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

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

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

     Unless otherwise provided in a Board Resolution or an Officers' Certificate
pursuant to a Board Resolution, or in an indenture supplemental hereto, with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 406 or 1206 not involving any transfer.

     The Company shall not be required (a) to issue, to register the transfer of
or to exchange Securities of any series during a period of 15 days immediately
preceding the date notice is given

                                       19
<PAGE>

identifying the serial numbers of the Securities of such series called for
redemption or (b) to issue, to register the transfer of or to exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

     SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series, and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

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

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

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

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

     SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

                                       20
<PAGE>

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the related Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below.

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

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

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     SECTION 308.   Persons Deemed Owners.

     The Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and premium, if any,

                                       21
<PAGE>

and (subject to Sections 305 and 307) interest, if any, on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee, the Guarantor nor any agent of the Company,
the Trustee or the Guarantor shall be affected by notice to the contrary.

     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 309.   Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and, if not theretofore cancelled, shall be promptly cancelled by the Trustee.
The Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever or which the
Company or the Guarantor, as the case may be, shall not have issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with a Company Order and the Trustee shall promptly deliver a
certificate of disposition to the Company, unless by a Company Order, the
Company shall direct that cancelled Securities be returned to it.

     SECTION 310.   Computation of Interest.

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

     SECTION 311.   Payment to Be in Proper Currency.

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

                                       22
<PAGE>

Required Currency or which, when exchanged for the Required Currency by the
Trustee, is less than the full amount of Required Currency then due and payable.

                                 ARTICLE FOUR

                           Redemption of Securities

     SECTION 401.   Applicability of Article.

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

     SECTION 402.   Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or an Officers' Certificate. The Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of such Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or condition.

     SECTION 403.   Selection of Securities to Be Redeemed.

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

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

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

                                       23
<PAGE>

be redeemed only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.

     SECTION 404.   Notice of Redemption.

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

     All notices of redemption shall state:

          (a)  the Redemption Date,

          (b)  the Redemption Price,

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

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

          (e)  the place or places where such Securities are to be surrendered
for payment of the Redemption Price, and

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

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

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

     SECTION 405.   Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, and the conditions, if
any, set forth in such notice having been satisfied, the Securities or portions
thereof so to be redeemed shall, on

                                       24
<PAGE>

the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless, in the case of an unconditional
notice of redemption, the Company shall default in the payment of the Redemption
Price and accrued interest, if any) such Securities or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with such notice, such Security or portion
thereof shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such
Security or Predecessor Security and subject to the provisions of Section 307.

     SECTION 406.   Securities Redeemed in Part.

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

                                 ARTICLE FIVE

                                 Sinking Funds

     SECTION 501.   Applicability of Article.

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

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

     SECTION 502.   Satisfaction of Sinking Fund Payments with Securities.

     The Company or the Guarantor (a) may deliver Outstanding Securities (other
than any previously called for redemption) of a series or Tranche in respect of
which a mandatory sinking fund payment is to be made and (b) may apply as a
credit Securities of such series or Tranche which have been redeemed either at
the election of the Company pursuant to the terms of such

                                       25
<PAGE>

Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of such mandatory sinking fund payment; provided, however,
that no Securities shall be applied in satisfaction of a mandatory sinking fund
payment if such Securities shall have been previously so applied. Securities so
applied shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

     SECTION 503.   Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for the
Securities of any series, or any Tranche thereof, the Company shall deliver to
the Trustee an Officers' Certificate specifying:

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

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

          (c)  the aggregate sinking fund payment;

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

          (e)  the portion, if any, of such aggregate sinking fund payment which
is to be satisfied by delivering and crediting Securities of such series or
Tranche pursuant to Section 502 and stating the basis for such credit and that
such Securities have not previously been so credited, and the Company shall also
deliver to the Trustee any Securities to be so delivered. If the Company shall
not deliver such Officers' Certificate, the next succeeding sinking fund payment
for such series or Tranche shall be made entirely in cash in the amount of the
mandatory sinking fund payment. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 403 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 404. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 405 and 406.

                                  ARTICLE SIX

                                   Covenants

     SECTION 601.   Payment of Principal, Premium and Interest.

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

     SECTION 602.   Maintenance of Office or Agency.

                                       26
<PAGE>

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

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

         Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company or the
Guarantor, in which event the Company or the Guarantor shall perform all
functions to be performed at such office or agency.

         SECTION 603.  Money for Securities Payments to Be Held in Trust.

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

         Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, prior to each due
date of the principal of and premium, if any, or interest, if any, on such
Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium 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 shall promptly notify the Trustee of its action or failure so to
act.

                                       27
<PAGE>

         The Company shall cause each Paying Agent for the Securities of any
series, or any Tranche thereof, 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
shall:

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

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

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

         The Company may at an time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest, if any, on any Security and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable
shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such payment to the Company, may
at the expense of the Company cause to be mailed, on one occasion only, notice
to such Holder that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be paid to the
Company.

         SECTION 604.  Corporate Existence.

         Subject to the rights of the Company under Article Eleven, the Company
and the Guarantor shall do or cause to be done all things necessary to preserve
and keep in full force and effect their respective corporate existence and their
rights (charter and statutory) and franchises; provided, however, that the
Company and the Guarantor shall not be required to preserve any such right or
franchise if, in the judgment of the Company or the Guarantor, (i) the
preservation thereof is no longer desirable in the conduct of the business of
the Company or the Guarantor

                                       28
<PAGE>

and (ii) the failure to preserve any such right or franchise will not adversely
affect the interests of the Holders of Securities of any series or Tranche in
any material respect.

         SECTION 605.  Maintenance of Properties.

         The Company and the Guarantor shall cause (or, with respect to property
owned in common with others, make reasonable effort to cause) all of their
respective properties used or useful in the conduct of their respective business
to be maintained and kept in good condition, repair and working order and shall
cause (or, with respect to property owned in common with others, make reasonable
effort to cause) to be made all necessary repairs, renewals, replacements,
betterments and improvements, thereof, all as, in the judgment of the Company or
the Guarantor, may be necessary so that the business carried on in connection
therewith may be properly conducted; provided, however, that nothing in this
                                     --------  -------
Section shall prevent the Company or the Guarantor from discontinuing, or
causing the discontinuance of, the operation and maintenance of any of their
respective properties if, in the judgment of the Company or the Guarantor, such
discontinuance (i) is desirable in the conduct of their respective business and
(ii) will not adversely affect the interests of the Holders of Securities of any
series or Tranche in any material respect.

         SECTION 606.  Statement as to Compliance; Notice of Certain Defaults.

         The Company 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 Chairman of the Board, the President, or a Vice President and
by the Treasurer, an Assistant Treasurer or the Controller of the Company,
stating, as to each signer thereof, that

                  (a) a review of the activities of the Company during such year
and of performance under this Indenture has been made under his supervision, and

                  (b) to the best of his knowledge, based on such review, (1)
the Company has fulfilled all its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to him and the nature and status
thereof and (2) no Event of Default has occurred and is continuing or, if an
Event of Default has occurred and is continuing, specifying each such Event of
Default known to him and the nature and status thereof.

         The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, written notice of any event of which the Company's Chairman
of the Board, President, Treasurer or Controller has actual knowledge, which
event is, or after notice or lapse of time or both would become, an Event of
Default pursuant to Section 801.

         SECTION 607.  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 (a) any additional
covenant or restriction specified with respect to the Securities of any series,
or any Tranche thereof, as contemplated by Section 301 if before the time for
such compliance the Holders of at least a majority in aggregate principal amount
of the Outstanding Securities of all series and Tranches with respect to which
such

                                       29
<PAGE>

covenant or restriction was so specified, considered as one class, shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition and (b) Section 602,
604, 605, 606 or Article Eleven if before the time for such compliance the
Holders of at least a majority in principal amount of Securities Outstanding
under this Indenture shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition; but, in the case of (a) or (b), no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE SEVEN

                          Satisfaction and Discharge

         SECTION 701.  Satisfaction and Discharge of Securities.

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

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

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

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

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

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

                                       30
<PAGE>

                  (y) if Eligible Obligations shall have been deposited with the
         Trustee, an opinion of an independent public accountant of nationally
         recognized standing, selected by the Company, to the effect that the
         requirements set forth in clause (b) above have been satisfied; and

                  (z) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that the holders of the Securities will not
         recognize income, gain or loss for United States federal income tax
         purposes as a result of the exercise of the option under this Section
         701 and will be subject to United States federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised, and such opinion shall
         be based on a statute so providing or be accompanied by a private
         letter ruling to that effect received from the United States Internal
         Revenue Service or a revenue ruling pertaining to the comparable form
         of transaction to that effect published by the United States Internal
         Revenue Service and an Officers' Certificate stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of the Securities have been complied with.

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

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

         In the event that Securities which shall be deemed to have been paid as
provided in this Section do not mature and are not to be redeemed within the
sixty (60) day period commencing with the date of the deposit with the Trustee
of moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly
as practicable, give a notice, in the same manner as a notice of redemption with
respect to such Securities, to the Holders of such Securities to the effect that
such deposit has been made and the effect thereof.

         Notwithstanding the satisfaction and discharge of any Securities as
aforesaid, the obligations of the Company and the Trustee in respect of such
Securities under Sections 304, 305, 306, 404, 503 (as to notice of redemption),
602, 603, 907 and 914 and this Article Seven shall survive.

         The Company shall pay, and shall indemnify the Trustee and each Holder
of Securities which are deemed to have been paid as provided in this Section
against, any tax, fee or other charge imposed on or assessed against the
Eligible Obligations deposited with the Trustee or the principal or interest
received by the Trustee in respect of such Eligible Obligations.

                                       31
<PAGE>

         Anything herein to the contrary notwithstanding, if, at any time after
a Security would be deemed to have been satisfied or discharged pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee shall
be required to return the money or Eligible Obligations, or combination thereof,
deposited with it as aforesaid to the Company or its representative under any
applicable Federal or State bankruptcy, insolvency or other similar law, the
indebtedness of the Company in respect of such Security shall thereupon be
deemed retroactively not to have been satisfied and discharged, as aforesaid,
and to remain Outstanding.

         SECTION 702.  Satisfaction and Discharge of Indenture.

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

                  (a)  either

                       (1)  all Securities theretofore authenticated and
delivered (other than (A) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and (B)
Securities deemed to have been paid in accordance with Section 701) have been
delivered to the Trustee for cancellation; or

                       (2)  all Securities not theretofore delivered to the
Trustee for cancellation (other than Securities described in clause (1)(A)
above) shall be deemed to have been paid in accordance with Section 701;

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

                  (c)  the Company has delivered to the Trustee an Officers'
Certificate 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 shall be Securities of two or more series
Outstanding 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 Securities of all series as to which it is Trustee and if
the other conditions thereto are met. In the event there shall be two or more
Trustees hereunder, then the effectiveness of each such instrument from each
Trustee hereunder shall be conditioned upon receipt of such instruments from
each other Trustee hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 914 and this
Article Seven shall survive.

         Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 907, any and all money, securities and
other property then held by the Trustee for the benefit of the Holders of the
Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 703.

                                       32
<PAGE>

         SECTION 703.  Application of Trust Money.

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

                                 ARTICLE EIGHT

                          Events of Default; Remedies

         SECTION 801.  Events of Default.

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

                  (a) failure to pay any interest on any Security of such series
within 30 days after the same becomes due and payable; or

                  (b) failure to pay the principal of or premium, if any, on any
Security of such series within three Business Days after its Maturity; or

                  (c) failure to perform or breach of any covenant or warranty
of the Company or the Guarantor in this Indenture (other than a covenant or
warranty a default in the performance of which or breach of which is elsewhere
in this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of one or more series of Securities other
than such series) for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

                                       33
<PAGE>

                  (d) the entry by a court having jurisdiction in the premises
of (1) a decree or order for relief in respect of the Company or the Guarantor
in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (2) a decree or
order adjudging the Company or the Guarantor 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
(other than any trustee appointed as a mortgagee or secured party in connection
with the issuance of indebtedness for borrowed money of the Company or the
Guarantor), sequestrator or other similar official for the Company or the
Guarantor or for any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and any such decree or order for relief or any
such other decree or order shall have remained unstayed and in effect for a
period of 90 consecutive days; or

                  (e) the commencement by the Company or the Guarantor of a
voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or the
Guarantor in a case or proceeding under any applicable 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 consent by it 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 authorization of such action by the Board of Directors; or

                  (f) any othe Event of Default specified with respect to
Securities of such series.

         SECTION 802.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default described in clause (a), (b), (c) or (f) of
Section 801 shall have occurred and be continuing with respect to Securities of
any series at the time Outstanding, then in every such case the Trustee or the
Holders of not less than 33% in principal amount of the Outstanding Securities
of such series may declare the principal amount (or, if any of the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof as
contemplated by Section 301) of all of the Securities of such series to be due
and payable immediately, by a notice in writing to the Company and to the
Guarantor (and to the Trustee if given by Holders), and upon receipt by the
Company and the Guarantor of such notice of such declaration such principal
amount (or specified amount) shall become immediately due and payable; provided,
however, that if an Event of Default described in clause (a), (b), (c) or (f) of
Section 801 shall have occurred and be continuing with respect to more than one
series of Securities, the Trustee or the Holders of not less than 33% in
aggregate principal amount of the Outstanding Securities of all such series,
considered as one class, may make such declaration of acceleration, and not the
Holders of the Securities of any one of such series. In an Event of Default
described in clause

                                       34
<PAGE>

(d) or (e) of Section 801 shall have occurred and be continuing, the principal
amount of all Securities shall become immediately due and payable.

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

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

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

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

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

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

     and

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

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

     SECTION 803.   Collection of Indebtedness and Suits for Enforcement by
Trustee.

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

     If the Company shall fail to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the

                                       35
<PAGE>

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

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

     SECTION 804.   Trustee May File Proofs of Claim.

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

          (a)  to file and prove a claim for the whole amount of principal,
premium, if any, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts due to the Trustee under Section 907) and of the Holders allowed in such
judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

     SECTION 805.   Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee

                                       36
<PAGE>

shall be brought in its own name as trustee of an express trust, an any recovery
or judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been recovered.

     SECTION 806.   Application of Money Collected.

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

          First:    To the payment of all amounts due the Trustee under Section
     907;

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

          Third:    To the Company.

     SECTION 807.   Limitation on Suits.

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

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

          (b)  the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all series in respect of which an Event
of Default shall have occurred and be continuing, considered as one class, shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;

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

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

          (e)  no direction inconsistent with such written request shall have
been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal

                                       37
<PAGE>

amount the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class;

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

     SECTION 808.   Unconditional Right of Holders to Receive Principal, Premium
                    and Interest.

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

     SECTION 809.   Restoration of Rights and Remedies.

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

     SECTION 810.   Rights and Remedies Cumulative.

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

     SECTION 811.   Delay or Omission Not Waiver.

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

     SECTION 812.   Control by Holders of Securities.

                                       38
<PAGE>

     If an Event of Default shall have occurred and be continuing in respect of
a series of Securities, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further that

          (a)  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 indemnity would not, in the Trustee's sole discretion, be
adequate, and

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

     SECTION 813.   Waiver of Past Defaults.

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

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

          (b)  in respect of a covenant or provision hereof which under Section
1202 cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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

     SECTION 814.   Undertaking for Costs.

     All parties to this Indenture agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or

                                       39
<PAGE>

to any suit instituted by any Holder for the enforcement of the payment of the
principal of or premium, if any, or interest, if any, on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

                                 ARTICLE NINE

                                  The Trustee

     SECTION 901.   Certain Duties and Responsibilities.

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

               (1)  the Trustee undertakes to perform, with respect to
Securities 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 Securities of such series, conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture.

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

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

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

               (2)  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
Securities of any one or more series, as provided herein, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series; and

                                       40
<PAGE>

               (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 902.   Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 1003(c), notice of any default hereunder known to the Trustee, unless
such default shall have been cured and waived; provided, however, that, except
in the case of a default in the payment of the principal of or premium, if any,
or interest, if any, on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 801(c) with respect to Securities of such series, no such
notice to Holders shall be given until at least 75 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

     SECTION 903.   Certain Rights of Trustee.

     Subject to the provisions of Section 901:

          (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document 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, or as otherwise
expressly provided herein, and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

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

                                       41
<PAGE>

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

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

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

          (g)  the Trustee may execute any of the trusts or powers hereunder or
perform 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)  except as otherwise provided in Section 801(d), the Trustee shall
not be charged with knowledge of any Event of Default with respect to the
Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee assigned to the Corporate Trust 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 the Trustee, by the company, any
other obligor on such Securities or by any Holder of such Securities.

     SECTION 904.   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities (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 or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 905.   May Hold Securities.

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

                                       42
<PAGE>

     SECTION 906.   Money Held In Trust.

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

     SECTION 907.   Compensation and Reimbursement.

     The Company and the Guarantor jointly and severally agree:

          (a)  To pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

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

          (c)  to indemnify the Trustee and hold it harmless from and against,
any loss, liability or expense reasonably 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 under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such other than property
and funds held in trust under Section 703 (except as otherwise provided in
Section 703).

     SECTION 908.   Disqualification; Conflicting Interests.

     The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

     SECTION 909.   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 and subject to supervision or examination by Federal

                                       43
<PAGE>

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

         SECTION 910.  Resignation and Removal; Appointment of Successor.

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

               (b)  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and the Guarantor. If the instrument of acceptance by a successor Trustee
required by Section 911 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

               (d)  If at any time:

                    (1)  the Trustee shall fail to comply with Section 310(b) of
the Trust Indenture Act pursuant to Section 908(a) hereof after written request
therefor by the Company or the Guarantor or by any Holder who has been a bona
fide Holder for at least six months unless the Trustee's duty to resign is
stayed in accordance with the provisions of Section 310(b) of the Trust
Indenture Act, or

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

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

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

                                       44
<PAGE>

               (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 Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 911. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, subject to Section 814, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

         SECTION 911.  Acceptance of Appointment by Successor.

               (a)  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of all series, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company 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 all sums owed to it, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

               (b)  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such

                                       45
<PAGE>

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

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

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

         SECTION 912.   Merger, Conversion, Consolidation or Succession to
Business.

         Any 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 Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself Securities authenticated such
Securities.

         SECTION 913.   Preferential Collection of Claims Against Company.

         The Trustee is subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.

         SECTION 914.   Appointment of Authenticating Agent.

                                       46
<PAGE>

         The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities of one or more series, or any Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State or territory thereof
or the District of Columbia or the Commonwealth of Puerto Rico, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $25,000,000 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. 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 907.

                                       47
<PAGE>

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

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

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



                         ______________________________________
                         As Trustee


                         By:___________________________________
                             As Authenticating Agent


                         By:___________________________________
                             Authorized Signatory"


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

                                  ARTICLE TEN

         Holders' Lists and Reports by Trustee, Company and Guarantor

         SECTION 1001.   Company and Guarantor to Furnish Trustee Names and
Addresses of Holders.

         The Company and Guarantor shall furnish or cause to be furnished to the
Trustee:

               (a)  semiannually, not more than 15 days after each Regular
Record Date (or, if there is no Regular Record Date relating to that series, on
June 30 and December 31), a list, in such form as the Trustee may reasonably
require, containing all the information in the possession

                                       48
<PAGE>

or control of the Company and Guarantor, or any of its Paying Agents other than
the Trustee, as to the names and addresses of the Holders as of such dates, and

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

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         SECTION 1002. Preservation of Information; Communications to Holders.

               (a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders (1) contained in the
most recent list furnished to the Trustee as provided in Section 1001 and (2)
received by the Trustee in any other capacity. The Trustee may destroy any list
furnished to it as provided in Section 1001 upon receipt of a new list so
furnished relating to the Securites.

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

                    (1)  afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 1002(a), or

                    (2)  inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 1002(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

               If the Trustee shall elect not to afford such applicants access
         to such information,, the Trustee shall, upon the written request of
         such applicants, mail to each Holder whose name and address appear in
         the information preserved at the time by the Trustee in accordance with
         Section 1002(a) a copy of the form of proxy or other communication
         which is specified in such request, with reasonable promptness after a
         tender to the Trustee by such applicants of the material to be mailed
         and of payment, or provision for the payment, of the reasonable
         expenses of mailing, unless within five days after such tender the
         Trustee shall mail to such applicants and file with the Commission,
         together with a copy of the material to be mailed, a written statement
         to the effect that, in the opinion of the Trustee, such mailing would
         be contrary to the best interest of the Holders or would be in
         violation of applicable law. Such written statement shall specify the
         basis of such opinion. If the Commission, after opportunity for a
         hearing upon the objections specified in the written statement so
         filed, shall enter an order to sustain such objections

                                       49
<PAGE>

         or if, after the entry of an order sustaining one or more of such
         objections, the Commission shall find, after notice and opportunity for
         hearing, that the objections so sustained have been met and shall enter
         an order so declaring, the Trustee shall mail copies of such material
         to all such Holders with reasonable promptness after the entry of such
         order and the renewal of such tender by such applicants as aforesaid;
         otherwise the Trustee shall be relieved of any obligation or duty to
         such applicants respecting their application.

               (c)  Every Holder of Securities, by receiving and holding the
same, shall be deemed to have agreed with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 1002(b),
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 1002(b).

         SECTION 1003. Reports by Trustee.

               (a)  Within 60 days after May 15 of each year, the Trustee for
the Securities shall mail to each Holder of the Securities entitled to receive
reports pursuant to Section 1004(c), a brief report dated as of such date that
complies with Section 313(a) of the Trust Indenture Act. The Trustee for the
Securities shall also comply with Sections 313(b), 313(c) and 313(d) of the
Trust Indenture Act.

               (b)  At the time that the Trustee for the Securities of each
series mails such a report to the Holders of Securities, each such Trustee shall
file a copy of that report with the Commission and with each stock exchange on
which the Securities are listed. The Company shall provide notice to the
appropriate Trustee when the Securities are listed on any stock exchange.

         SECTION 1004. Reports by Company and the Guarantor.

         The Company and the Guarantor shall:

               (a)  file with the Trustee, within 45 days after the Company or
the Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities and Exchange Act of 1934; or, if the Company or
the Guarantor 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 the rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

                                       50
<PAGE>

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

               (c)  transmit, within 30 days after the filing thereof with the
Trustee, to the Holders, in the manner and to the extent provided in Section
1003 with respect to reports pursuant to Section 1003, such summaries of any
information, documents and reports required to be filed by the Company or the
Guarantor, as the case may be, pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

                                ARTICLE ELEVEN

             Consolidation, Merger, Conveyance, Transfer or Lease

         SECTION 1101.   Company or Guarantor May Consolidate, etc., Only on
Certain Terms.

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

               (a)  the corporation formed by such consolidation or into which
the Company or 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 Person
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, if any, on all Outstanding Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed and, in the case of the Guarantor, the performance of the Guarantees
and the performance of every covenant of this Indenture or the part of the
Guarantor to be performed or observed;

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

               (c)  the Company and 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 and such
indenture supplemental hereto complies with this Article and that all conditions
precedent herein provided for relating to such transactions have been complied
with.

                                       51
<PAGE>

         SECTION 1102. Successor Corporation Substituted.

         Upon any consolidation by the Company with or merger by the Company or
the Guarantor into any other 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 1101, the successor corporation formed by
such consolidation or into which the Company or the Guarantor is merged or the
Person to which such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of the Company or the
Guarantor, as the case may be, under this Indenture with the same effect as if
such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities Outstanding
hereunder.


                                ARTICLE TWELVE

                            Supplemental Indentures

         SECTION 1201. Supplemental Indentures Without Consent of Holders.

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

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

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

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

               (d)  to change or eliminate any provision of this Indenture or to
add any new provision to this Indenture; provided, however, that if such change,
elimination or addition shall materially and adversely affect the interests of
the Holders of Securities of any series or Tranche, such change, elimination or
addition shall become effective with respect to such series or Tranche only when
no Security of such series or Tranche remains Outstanding; or

               (e)  to provide collateral security for the Securities; or

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

                                       52
<PAGE>

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

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

                  (i) to change any place or places where (1) the principal of
and premium, if any, and interest, if any, on all or any series of Securities,
or any Tranche thereof, shall be payable, (2) all or any series of Securities,
or any Tranche thereof, may be surrendered for registration of transfer, (3) all
or any series of Securities, or any Tranche thereof, may be surrendered for
exchange and (4) notices and demands to or upon the Company in respect of all or
any series of Securities, or any Tranche thereof, and this Indenture may be
served; provided, however, that any such place is located in New York, New York,
Chicago, Illinois, Atlanta, Georgia or Los Angeles, California or in any other
city located in the United States of America which has a population of at least
1,000,000 inhabitants; or

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

                  (k) to provide for Guarantees, with respect to any one or more
particular series of Securities to be issued and authenticated hereunder, which
are subordinate and junior in right of payment to the prior payment in full of
certain indebtedness of the Guarantor (to be defined herein as "Senior
Indebtedness"), to the extent and in the manner set forth therein; or

                  (l) to issue and establish the form and terms of any series of
Securities or the Guarantees to be endorsed thereon.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act shall be amended at any time or times after the date of the
execution and delivery of this Indenture and

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

                  (y) if any such amendment shall permit one or more changes to,
         or the elimination of any provisions hereof which, at the date of the
         execution and delivery hereof are required by the Trust Indenture Act
         to be contained herein, this Indenture shall

                                       53
<PAGE>

     be deemed to have been amended to effect such changes or elimination, and
     the Company and the Trustee may, without the consent of any Holders, enter
     into an indenture supplemental hereto to effect such changes or
     elimination; or

          (z)  it by reason of any such amendment, it shall be no longer
     necessary for this Indenture to contain one or more provisions which, at
     the date of the execution and delivery hereof, are required by the Trust
     Indenture Act to be contained herein, the Company and the Trustee may,
     without the consent of any Holders, enter into an indenture supplemental
     hereto to effect the elimination of such provisions.

     SECTION 1202.  Supplemental Indentures With Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of all series then Outstanding under this
Indenture, considered as one class, by Act of said Holders delivered to the
Company and the Trustee, the Company or 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; provided,
however, that if there shall be Securities of more than one series Outstanding
hereunder and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of each series or Tranche so directly affected,

          (a)  change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal. amount thereof or the rate of interest thereon (or the amount of any
installment of interest thereon) or any premium payable upon the redemption
thereof, or change the method of calculating the rate of interest thereon, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration, of acceleration of the Maturity
thereof pursuant to Section 802, or the coin or currency (or other property) in
which, any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or

          (b)  reduce the percentage in principal amount of the Outstanding
Securities of such series or Tranche, 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 any provision of this Indenture or of any
default hereunder and its consequences, or reduce the requirements of Section
1304 for quorum or voting, or

                                       54
<PAGE>

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

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

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

     SECTION 1203.  Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 901) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

     SECTION 1204.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

     SECTION 1205.  Conformity With Trust Indenture Act.

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

     SECTION 1206.  Reference In Securities to Supplemental Indentures.

     Securities of any series, or any Tranche thereof, authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such

                                       55
<PAGE>

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

     SECTION 1207.  Modification Without Supplemental Indenture.

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

                               ARTICLE THIRTEEN

                  Meetings of Holders; Action Without Meeting

     SECTION 1301.  Purposes for Which Meetings May Be Called.

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

     SECTION 1302.  Call, Notice and Place of Meetings.

          (a)  The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine, or, with the approval of the Company, at any other place. Notice of
every such meeting, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 20 or more than 180 days
prior to the date fixed for the meeting.

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

                                       56
<PAGE>

have given the notice of such meeting within 20 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series
and Tranches in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or in
such other place as shall be determined or approved by the Company, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

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

     SECTION 1303.  Persons Entitled to Vote at Meetings.

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

     SECTION 1304.  Quorum; Action.

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

                                       57
<PAGE>

adjourned meeting shall be given as provided in Section 1302(a) not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series and Tranches which shall constitute a quorum.

     Except as limited by Section 1202, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which such meeting shall have been called, considered
as one class; provided, however, that, except as so limited, any resolution with
respect to any action which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class.

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

SECTION 1305.  Attendance at Meetings; Determination of Voting Rights;
               Conduct and Adjournment of Meetings.

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

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

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

                                       58
<PAGE>

Outstanding Securities of all series and Tranches represented at the meeting
considered as one class.

          (d)  At any meeting each Holder or proxy shall be entitled to one vote
for each $1,000 principal amount Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The Chairman of the meeting shall have no
right to vote, except as a Holder of a Security or proxy.

          (e)  Any meeting duly called pursuant to Section 1302 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote
a majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

     SECTION 1306.  Counting Votes and Recording Action of Meetings.

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

     SECTION 1307.  Action Without Meeting.

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

     SECTION 1308.  Fixing of Record Date.

     Anything in this Article to the contrary notwithstanding, the Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the Holders of Securities entitled to attend and vote in person or by proxy at a
meeting of Holders of Securities held pursuant to this Article or to consent to
any modification, alteration or other action. If a record date is fixed, those
persons who were Holders of Securities at the close of business of the Trustee
on such record date (or their duly designated proxies), and only those Persons,
shall be entitled to attend

                                       59
<PAGE>

and vote in person or by proxy at a meeting of Holders of Securities held
pursuant to this Article or to consent to such modification, alteration or other
action or to revoke any proxy or consent previously given, whether or not such
Persons continue to be Holders of Securities after such record date.

                               ARTICLE FOURTEEN

        Immunity of Incorporators, Stockholders, Officers and Directors

     SECTION 1401.  Liability Solely Corporate.

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

                                ARTICLE Fifteen

                                  Guarantees

     SECTION 1501.  Guarantee.

     The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on each such Security, the due and
punctual payment of any sinking fund payments and the payment of any additional
amounts, each as provided for pursuant to the terms of such Security when and as
the same shall become due and payable, in accordance with the terms of such
Security and of this Indenture. In case of the failure of the Company to make
any such payment of principal (or premium, if any) or interest, if any, or
sinking fund payment or payment of additional amounts, the Guarantor hereby
agrees to cause any such payment to be made when and as the same shall become
due and payable by acceleration, call for redemption or otherwise, as if such
payment were made by the Company.

                                       60
<PAGE>

     The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Security or this Indenture, the absence of any action to enforce the same,
any waiver or consent by the Holder of such Security or by the Trustee with
respect to any provisions thereof or of this Indenture, the obtaining of any
judgment against the Company or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. The Guarantor hereby waives the benefits of division and
discussion, diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest or notice with respect
to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund payment required pursuant to the terms of such Security and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Securities
and in the Guarantees. The Guarantees are guarantees of payment and not of
collection. If the Trustee or the Holder of any Security is required by any
court or otherwise to return to the Company or the Guarantor, or any custodian,
receiver, liquidator, trustee, sequestrator or other similar official acting in
relation to the Company or the Guarantor, any amount paid to the Trustee or such
Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

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

     SECTION 1502.  Execution and Delivery of Guarantees.

     To evidence its guarantee provided in Section 1501, the Guarantor hereby
agrees to execute the Guarantees, in a form established pursuant to Section 202,
to be endorsed on each Security authenticated and delivered by the Trustee. Each
such Guarantee shall be executed on behalf of the Guarantor by its Chairman of
the Board, Vice Chairman of the Board, President or one of its Vice Presidents
or its Treasurer under a facsimile of its corporate seal reproduced thereon and
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Guarantees may be manual or facsimile.

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

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that its
Guarantee set forth in Section 1501 shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

                                       61
<PAGE>

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

                        (Signatures on following page)

                                       62
<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.

                                            AGL CAPITAL CORPORATION
                                            Issuer


                                            By:  /s/ Paul R. Shlanta
                                               --------------------------------
                                                   Paul R. Shlanta
                                               President

ATTEST:

/s/ P. Anthony
-------------------------------


                                            AGL RESOURCES INC.
                                            Guarantor


                                            By: /s/ Donald P. Weinstein
                                               --------------------------------
                                                   Donald P. Weinstein
                                                   Senior Vice President and
                                               Chief Financial Officer
ATTEST:

/s/ P. Anthony
-------------------------------


                                            THE BANK OF NEW YORK
                                            Trustee



                                            By: /s/ Derek Kettel
                                               --------------------------------
                                                   Derek Kettel
                                               Agent


ATTEST:


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

                                       63
<PAGE>

                            AGL CAPITAL CORPORATION
                                      AND
                              AGL RESOURCES INC.

     Reconciliation and tie showing the location in the Indenture dated as of
February 20, 2001 of the provisions inserted pursuant to Section 310 to 318(a),
inclusive, of the Trust Indenture Act of 1939.

Trust Indenture Act Section         Indenture Section

<TABLE>
<S>                                                                                          <C>
(S)310  (a) (1)    ...................................................................       909
        (a) (2)    ...................................................................       909
        (a) (3)    ...................................................................       Not Applicable
        (a) (4)    ...................................................................       Not Applicable
        (a) (5)    ...................................................................       Not Applicable
        (b)        ...................................................................       908
        (c)        ...................................................................       Not Applicable
(S)311  (a)        ...................................................................       913
        (b)        ...................................................................       913
        (c)        ...................................................................       Not Applicable
(S)312  (a)        ...................................................................       1001(a), 1002(a)
        (b)        ...................................................................       1002(b)
        (c)        ...................................................................       1002(c)
(S)313  (a)        ...................................................................       1003(a)
        (b)        ...................................................................       1003(a)
        (c)        ...................................................................       1003(a)
        (d)        ...................................................................       1003(b)
(S)314  (a)        ...................................................................       1004
        (b)        ...................................................................       Not Applicable
        (c)        ...................................................................       102
        (c)(1)     ...................................................................       102
        (c)(2)     ...................................................................       102
        (c)(3)     ...................................................................       Not Applicable
        (d)        ...................................................................       Not Applicable
        (e)        ...................................................................       102
(S)315  (a)        ...................................................................       901(a)
        (b)        ...................................................................       902, 1003
        (c)        ...................................................................       901(b)
        (d)        ...................................................................       901(c)
        (d)(1)     ...................................................................       901(c)(1)
        (d)(2)     ...................................................................       901(c)(2)
        (d)(3)     ...................................................................       901(c)(3)
        (e)        ...................................................................       814
(S)316  (a)(1)(A)  ...................................................................       802, 812
        (a)(1)(B)  ...................................................................       813
</TABLE>

Trust Indenture Act Section         Indenture Section

<PAGE>

<TABLE>
<S>                                                                                         <C>
        (a)(2)     ...................................................................       Not Applicable
        (b)        ...................................................................       808
        (c)        ...................................................................       1308
(S)317  (a)(1)     ...................................................................       803
        (a)(2)     ...................................................................       804
        (b)        ...................................................................       603
(S)318  (a)        ...................................................................       107
</TABLE>

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

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.