EXHIBIT 4.1












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

                    VECTREN UTILITY HOLDINGS, INC., AS ISSUER
                     INDIANA GAS COMPANY, INC., AS GUARANTOR
             SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, AS GUARANTOR
               VECTREN ENERGY DELIVERY OF OHIO, INC., AS GUARANTOR
                                       AND
                U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE

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

                           GUARANTEED DEBT SECURITIES
                                    INDENTURE
                        DATED AS OF                , 2001

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



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


<PAGE>



                              CROSS-REFERENCE TABLE

                                                             INDENTURE
 TIA SECTION                                                  SECTION
 -----------                                                 ---------

  Section 310 (a)(1) ..........................................7.10
         (a)(2)  ..............................................7.10
         (a)(3)  ..............................................N.A.
         (a)(4)  ..............................................N.A.
         (a)(5)  ..............................................7.08
         (b)     ..............................................7.08; 7.10
         (c)     ..............................................N.A.
 Section 311 (a) ..............................................7.11
         (b)     ..............................................7.11
         (c)     ..............................................N.A.
 Section 312 (a) ..............................................2.06
         (b)     ..............................................11.02
         (c)     ..............................................11.02; 11:03
 Section 313 (a) ..............................................7.06
         (b)(1)  ..............................................N.A.
         (b)(2)  ..............................................7.06
         (c)     ..............................................7.06; 11.02
         (d)     ..............................................7.06
 Section 314 (a) ..............................................4.06; 11.02
         (b)     ..............................................N.A.
         (c)(1)  ..............................................11.04
         (c)(2)  ..............................................11.04
         (c)(3)  ..............................................8.04; 8.05
         (d)     ..............................................N.A.
         (e)     ..............................................11.05
         (f)     ..............................................N.A.
 Section 315 (a) ..............................................7.01(a); 7.01(b)
         (b)     ..............................................7.05; 11.02
         (c)     ..............................................7.01(a)
         (d)     ..............................................7.01(c)
         (e)     ..............................................6.11
 Section 316 (a)(last sentence)................................2.10
         (a)(1)(A).............................................6.05
         (a)(1)(B).............................................6.04
         (a)(2)  ..............................................N.A.
         (b)     ..............................................6.07
         (c)     ..............................................9.04
 Section 317 (a)(1)............................................6.08
         (a)(2)  ..............................................6.09
         (b)     ..............................................2.05
 Section 318 (a) ..............................................11.01

---------------
N.A. means Not Applicable.
NOTE: This  Cross-Reference  Table shall not, for any purpose, be deemed to be a
part of this Indenture.


<PAGE>



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

RECITALS OF THE COMPANY.......................................................1

ARTICLE 1      Definitions and Incorporation by Reference.....................1
   Section 1.01. Definitions..................................................1
   Section 1.02.  Incorporation by Reference on Trust Indenture Act...........7
   Section 1.03.  Rules of Construction.......................................8

ARTICLE 2      The Securities.................................................9
   Section 2.01. Form of Securities...........................................9
   Section 2.02. Title and Terms..............................................9
   Section 2.03. Execution and Authentication................................12
   Section 2.04. Registrar and Paying Agent..................................14
   Section 2.05. Paying Agent to Hold Money In Trust.........................14
   Section 2.06. Securityholder Lists........................................15
   Section 2.07. Transfer and Exchange.......................................15
   Section 2.08. Replacement Securities......................................17
   Section 2.09. Outstanding Securities......................................17
   Section 2.10. Treasury Securities.........................................18
   Section 2.11. Temporary Securities........................................18
   Section 2.12. Cancellation................................................18
   Section 2.13. Defaulted Interest..........................................18
   Section 2.14. Persons Deemed Owners.......................................19

ARTICLE 3A      Redemption...................................................19
   Section 3A.01. Right of Redemption........................................19
   Section 3A.02. Applicability of Article...................................19
   Section 3A.03. Election to Redeem; Notice to Trustee......................19
   Section 3A.04. Selection by Trustee of Securities to be Redeemed..........20
   Section 3A.05. Notice of Redemption.......................................20
   Section 3A.06. Deposit of Redemption Price................................21
   Section 3A.07. Securities Payable on Redemption Date......................21
   Section 3A.08. Securities Redeemed in Part................................21

ARTICLE 3B      Sinking Fund.................................................22
   Section 3B.01. Sinking Fund Payments......................................22
   Section 3B.02. Satisfaction of Sinking Fund Payments with Securities......22
   Section 3B.03. Redemption of Securities for Sinking Fund..................22

ARTICLE 4      Covenants.....................................................23
   Section 4.01. Payment of Securities.......................................23
   Section 4.02. Maintenance of Office or Agency.............................23
   Section 4.03. Corporate Existence.........................................24
   Section 4.04. Reserved....................................................24
   Section 4.05. Compliance Certificate......................................24
   Section 4.06. SEC Reports.................................................24
   Section 4.07. Waiver of Stay, Extension or Usury Laws.....................25
   Section 4.08. Restrictions on Liens.......................................25
   Section 4.09. Restrictions on Sales and Leasebacks........................26

ARTICLE 5      Successor Corporation.........................................27
   Section 5.01. When Company And The Guarantors May Merge, etc..............27
   Section 5.02. Successor Corporation Substituted...........................27

ARTICLE 6      Default and Remedies..........................................28
   Section 6.01. Events of Default...........................................28
   Section 6.02. Acceleration................................................29
   Section 6.03. Other Remedies..............................................30
   Section 6.04. Waiver of Past Defaults.....................................30
   Section 6.05. Control by Majority.........................................30
   Section 6.06. Limitation on Suits.........................................31
   Section 6.07. Rights of Holders to Receive Payment........................31
   Section 6.08. Collection Suit by Trustee..................................31
   Section 6.09. Trustee May File Proofs of Claim............................32
   Section 6.10. Priorities..................................................32
   Section 6.11. Undertaking for Costs.......................................32

ARTICLE 7      Trustee.......................................................33
   Section 7.01. Duties of Trustee...........................................33
   Section 7.02. Rights of Trustee...........................................34
   Section 7.03. Individual Rights of Trustee................................35
   Section 7.04. Trustee's Disclaimer........................................35
   Section 7.05. Notice of Defaults..........................................35
   Section 7.06. Reports by Trustee to Holders...............................35
   Section 7.07. Compensation and Indemnity..................................36
   Section 7.08. Replacement of Trustee......................................36
   Section 7.09. Successor Trustee by Merger, etc............................37
   Section 7.10. Eligibility; Disqualification...............................37
   Section 7.11. Preferential Collection of Claims Against Company...........37

ARTICLE 8      Defeasance, Covenant Defeasance, Satisfaction and Discharge...38
   Section 8.01. Applicability of Article; Company's Option to Effect
                        Defeasance or Covenant Defeasance....................38
   Section 8.02. Defeasance and Discharge....................................39
   Section 8.03. Covenant Defeasance.........................................39
   Section 8.04. Conditions to Defeasance or Covenant Defeasance.............40
   Section 8.05. Deposited Money and U.S. Government Obligations to be
                        Held in Trust; Other Miscellaneous Provisions........41
   Section 8.06. Satisfaction and Discharge of Indenture.....................42
   Section 8.07. Application of Trust Money..................................43
   Section 8.08. Repayment to Company........................................44
   Section 8.09. Reinstatement...............................................44


ARTICLE 9      Amendments, Supplements and Waivers...........................43
   Section 9.01. Without Consent of Holders..................................43
   Section 9.02. With Consent of Holders.....................................44
   Section 9.03. Compliance with Trust Indenture Act.........................45
   Section 9.04. Revocation and Effect of Consents...........................45
   Section 9.05. Notation On or Exchange of Securities.......................46
   Section 9.06. Trustee to Sign Amendments, etc.............................46

ARTICLE 10      Guarantee of Securities......................................46
   Section 10.01. Unconditional Guarantee....................................46
   Section 10.02. Execution of Guarantee.....................................48
    Section 10.03. Execution of Guarantee....................................44

ARTICLE 11      Miscellaneous................................................49
   Section 11.01. Trust Indenture Act Controls...............................49
   Section 11.02. Notices....................................................49
   Section 11.03. Communications by Holders With Other Holders...............50
   Section 11.04. Certificate and Opinion as to Conditions Precedent.........50
   Section 11.05. Statements Required in Certificate or Opinion..............50
   Section 11.06. Rules by Trustee, Paying Agent, Registrar..................51
   Section 11.07. Legal Holidays.............................................51
   Section 11.08. Governing Law..............................................51
   Section 11.09. No Adverse Interpretation of Other Agreements..............51
   Section 11.10. No Recourse Against Others.................................51
   Section 11.11. Successors.................................................52
   Section 11.12. Duplicate Originals........................................52
   Section 11.13. Separability...............................................52
   Section 11.14. Action of Holders when Securities are Denominated
                         in Different Currencies.............................52
   Section 11.15. Monies of Different Currencies to be Segregated............52
   Section 11.16. Payment to be in Proper Currency...........................52

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

NOTE: This Table of Contents shall not, for any purpose,  be deemed to be a part
of this Indenture.



<PAGE>

     INDENTURE, dated as of ______________, 2001 among Vectren Utility Holdings,
Inc., an Indiana  corporation (the "Company") and Indiana Gas Company,  Inc., an
Indiana  corporation and an Ohio corporation  ("Indiana Gas"),  Southern Indiana
Gas and Electric Company, an Indiana  corporation  ("SIGECO") and Vectren Energy
Delivery of Ohio, Inc., an Ohio corporation  ("VEDO"),  (Indiana Gas, SIGECO and
VEDO are referred to herein  collectively  as the  "Guarantors")  and U.S.  Bank
Trust National Association ("Trustee").

                             RECITALS OF THE COMPANY

     The Company and the  Guarantors  have duly  authorized  the  execution  and
delivery of this  Indenture to provide for the issuance from time to time of the
Company's unsecured notes,  debentures or other evidences of indebtedness of the
Company (collectively,  the "Securities"), to be issued from time to time in one
or more series (a  "Series")  and the  Guarantees  (as  hereinafter  defined) as
provided in this  Indenture  and as shall be provided,  in respect of any Series
and the Guarantees,  in or pursuant to the Authorizing  Resolutions  hereinafter
referred to and/or in the  indenture  supplemental  hereto (if any)  relating to
such Series and the Guarantees.

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

 Section 1.01. Definitions.

     "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  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.

     "Agent" means any Registrar, Paying Agent or co-Registrar.

     "Attributable   Debt"  means,  with  respect  to  any  Sale  and  Leaseback
Transaction as of any particular time, the present value (discounted at the rate
of interest implicit in the terms of the lease) of the obligations of the lessee
under such lease for net rental  payments during the remaining term of the lease
(including  any period for which such  lease has been  extended  or may,  at the
option of the Company, be extended).

     "Authorizing  Resolution"  means  a  Board  Resolution  providing  for  the
issuance of a Series of Securities.

     "Bankruptcy Law" shall have the meaning provided in Section 6.01.

     "Board of  Directors"  of any  corporation  means the board of directors of
such corporation or any duly authorized committee of the Board.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an  Assistant  Secretary of the Company or the  Guarantors  to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such  certification,  and  delivered  to the  Trustee  (except as provided in
Section 2.03).

     "Business Day" means a day that is not a Legal Holiday.

     "Capital  Stock"  means,  with  respect to any Person,  any and all shares,
interests, participations or other equivalents (however designated) of corporate
stock of such Person other than Mandatory Redemption Preferred Stock.

     "Capitalized   Lease   Obligation"   means   Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with generally accepted  accounting  principles
and the  amount of such  Indebtedness  shall be the  capitalized  amount of such
obligations determined in accordance with such principles.

     "Company" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means the successor.

     "Company Request" and "Company Order" mean, respectively, a written request
or order  signed in the name of the Company by two Officers of the Company or by
an Officer and the  Treasurer,  an  Assistant  Treasurer,  the  Secretary  or an
Assistant  Secretary,  and  delivered to the Trustee in respect of the Series to
which the Company Request or Company Order shall relate.

     "Consolidated  Net Tangible  Assets" means the total assets  appearing on a
consolidated  balance sheet of the Company and its  Subsidiaries  less,  without
duplication:  (i) current liabilities;  (ii) reserves for estimated rate refunds
pending the outcome of a rate  proceeding  to the extent such  refunds  have not
been finally  determined;  (iii) all intangible assets; and (iv) deferred income
tax assets.

     "Consolidated  Subsidiary" means a Subsidiary which for financial reporting
purposes is accounted for by the Company as a consolidated subsidiary.

     "Corporate  Trust Office" or other similar term means the principal  office
of the Trustee at which at any  particular  time its  corporate  trust  business
shall be  administered,  which  office at the date hereof is located at 180 East
Fifth Street, Suite 200, St. Paul, Minnesota 55101, Attention: Richard Prokosch,
Fax: 651-244-0711; the Trustee will notify the Company of any change thereof.

     "Covenant Defeasance" shall have the meaning provided in Section 8.03.

     "Custodian" shall have the meaning provided in Section 6.01.

     "Default"  means any event which is, or after  notice or passage of time or
both would become, an Event of Default.

     "Defeasance" shall have the meaning provided in Section 8.02.

     "Depository"  means,  with respect to the Securities of any Series issuable
or issued in the form of one or more Global Securities, the Person designated as
Depository  by the Company  pursuant to Section 2.02,  initially The  Depository
Trust Company,  until a successor  Depository shall have become such pursuant to
the applicable provisions of this Indenture,  and thereafter  "Depository" shall
mean or include each Person who is then a Depository  hereunder,  and, if at any
time there is more than one such  Person,  "Depository"  as used with respect to
the Securities of any such Series shall mean the Depository  with respect to the
Global Securities of such Series.

     "Event of Default" shall have the meaning provided in Section 6.01.

     "Extendible Securities" means Securities of any Series issued hereunder the
final  maturity of which is extendible  for a stated period of time, as shall be
provided in, or pursuant to, the  Authorizing  Resolutions  and/or  supplemental
indenture (if any) relating to such Series.

     "Funded  Debt" means all  Indebtedness  maturing  one year or more from the
date of the creation thereof, all Indebtedness  directly or indirectly renewable
or extendible,  at the option of the debtor, by its terms or by the terms of any
instrument or agreement  relating  thereto,  to a date one year or more from the
date of the creation thereof,  and all Indebtedness  under a revolving credit or
similar  agreement  obligating  the lender or lenders  to extend  credit  over a
period of one year or more,  even though such  Indebtedness  may also conform to
the definition of Short-Term Borrowing.

     "Global Security" means a Security  evidencing all or a part of a Series of
Securities  issued  to and  registered  in the name of the  Depository  for such
Series, or its nominee,  in accordance with Section 2.02, and bearing the legend
prescribed in Section 2.03.

     "Guarantees" means the Guarantors'  unconditional guarantees of the payment
of the amounts owed with respect to the  Securities  as more fully  described in
Article 10 hereof.

     "Guarantor"  or  "Guarantors"  means  the  Person or  Persons  named as the
"Guarantors"  in the  first  paragraph  of this  instrument  together  with  any
additional Person who shall execute a supplemental  indenture  pursuant to which
it shall  guarantee  under this Indenture any  Securities,  in each case until a
successor  corporation  shall  have  become  such  pursuant  to  the  applicable
provisions  of this  Indenture,  and  thereafter  Guarantors  shall include such
successor corporation.

     "Holder" or  "Securityholder"  means,  with  respect to any  Security,  the
Person in whose name such Security is registered on the Security Register.

     "Indebtedness"  means (i) any  liability  of any  Person  (a) for  borrowed
money,  (b) evidenced by a note,  debenture or similar  instrument  (including a
purchase  money  obligation)  given in connection  with the  acquisition  of any
property or assets  (other than  inventory or similar  property  acquired in the
ordinary course of business), including securities, (c) for the payment of money
relating to a Capitalized Lease Obligation,  or (d) in respect of acceptances or
letters of credit or similar  instruments  issued or created  for the account of
such Person;  (ii) all preferred  stock of any Person that is  redeemable  other
than at the  option of such  Person;  (iii) any  guarantee  by any Person of any
liability or preferred stock of others described in the preceding clauses (i) or
(ii); and (iv) any amendment,  renewal,  extension or refunding of any liability
or preferred stock of the types referred to in clauses (i), (ii) or (iii) above.

     "Indenture"  means this Indenture as amended or  supplemented  from time to
time and shall  include the forms and terms of  particular  Series of Securities
established as contemplated hereunder.

     "Interest  Payment  Date" means,  for any Series of  Securities  issued and
outstanding  hereunder,  the date or dates in each year on which any interest on
such Series is due and payable.

     "Legal Holiday" shall have the meaning provided in Section 11.07.

     "Lien" means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind.

     "Mandatory  Redemption  Preferred Stock" means, with respect to any Person,
any and all  shares  of  preferred  stock  of such  Person  now  outstanding  or
hereafter  issued,  subject to mandatory  redemption  provisions  or  provisions
relating to repayment at the option of the holders thereof.

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

     "Maturity  Date"  means the date  specified  in each  Security on which the
principal thereof is due and payable in full.

     "Officer"  means  the  Principal  Executive  Officer,  Principal  Financial
Officer or  Principal  Accounting  Officer of the  Company  or a  Guarantor,  as
applicable.

     "Officers' Certificate" means a certificate signed by two Officers or by an
Officer and the  Treasurer  or an  Assistant  Treasurer  or the  Secretary or an
Assistant Secretary of the Company and delivered to the Trustee.

     "Opinion  of Counsel"  means a written  opinion  from legal  counsel who is
acceptable  to the Trustee.  The counsel may be an employee of or counsel to the
Company. See Sections 11.04 and 11.05.

     "Original  Issue  Date" means the date on which a Security is issued to the
original purchaser thereof, as specified in such Security.

     "Original Issue Discount  Securities" means Securities which provide for an
amount less than 100% of the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

     "Paying Agent" shall have the meaning provided in Section 2.04, except that
for the purposes of Article 8 and Section 4.04 the Paying Agent shall not be the
Company or any Subsidiary.

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

     "Principal" of a Security  means the principal of such Security plus,  when
appropriate, the premium, if any, on such Security.

     "Principal Domestic Property" shall mean any property,  plant, equipment or
facility  of the Company or a Guarantor  as  applicable  which is located in the
United  States or any  territory or political  subdivision  thereof,  except any
property  which  the  Board of  Directors  or  management  of the  Company  or a
Guarantor as applicable determines is not material to the business or operations
of the Company or a Guarantor as  applicable  and its  Subsidiaries,  taken as a
whole.

     "Redeemable  Securities"  means  Securities  of  any  Series  which  may be
redeemed,  at the option of the Company,  prior to their Stated Maturity, on the
terms   specified  in  or  pursuant  to  the  Authorizing   Resolutions   and/or
supplemental indenture relating to such Series and in accordance with Article 3A
herein.

     "Redemption  Date" when used with  respect to any Security of any Series to
be  redeemed  means the date fixed for such  redemption  by or  pursuant  to the
provisions of such  Security,  this  Indenture and the  Authorizing  Resolutions
and/or supplemental indenture (if any) relating to such Security.

     "Redemption  Price" when used with respect to any Security of any Series to
be  redeemed  means  the  price at which it is to be  redeemed  pursuant  to the
provisions of such  Security,  this  Indenture and the  Authorizing  Resolutions
and/or supplemental indenture relating to such Security.

     "Registrar" shall have the meaning provided in Section 2.04.

     "Regular  Record  Date"  means,  for the  interest  payable on any Interest
Payment Date in respect of any Series of  Securities,  except as provided in, or
pursuant to, the Authorizing  Resolutions and/or supplemental indenture (if any)
relating  thereto,  the day (whether or not a Business Day) that is fifteen days
preceding the applicable Interest Payment Date.

     "Required Currency" shall have the meaning provided in Section 11.16.

     "Sale and Leaseback Transaction" shall have the meaning provided in Section
4.09.

     "SEC" means the Securities and Exchange Commission.

     "Securities"  means the debt  securities,  as amended or supplemented  from
time to time  pursuant  to the terms of this  Indenture,  of the  Company of any
Series that are issued under this Indenture.

     "Security Register" shall have the meaning provided in Section 2.04.

     "Series" means, with respect to Securities issued hereunder, the Securities
issued pursuant to any particular  Authorizing  Resolutions and/or  supplemental
indenture (if any), subject to the right of the Board of Directors to specify in
such Authorizing  Resolutions and/or  supplemental  indenture (if any) that such
Securities shall constitute more than one Series.

     "Short-Term  Borrowing" means all Indebtedness in respect of borrowed money
maturing on demand or within one year from the date of the creation  thereof and
not directly or indirectly renewable or extendible, at the option of the debtor,
by its terms or by the terms of any instrument or agreement relating thereto, to
a date one year or more from the date of the creation  thereof;  provided,  that
Indebtedness  in respect of borrowed  money arising under a revolving  credit or
similar  agreement which obligates the lender or lenders to extend credit over a
period  of one year or more  shall  constitute  Funded  Debt and not  Short-Term
Borrowing  even  though  the same  matures on demand or within one year from the
date as of which such Short-Term Borrowing is to be determined.

     "Significant  Subsidiary"  means a Subsidiary,  including its Subsidiaries,
which meets any of the following conditions:

     (a) the Company's and its other  Subsidiaries'  investments in and advances
to the  Subsidiary  exceed 10 percent of the total assets of the Company and its
Subsidiaries  consolidated  as of the end of any two of the three most  recently
completed fiscal years; or

     (b) the Company's and its other  Subsidiaries'  proportionate  share of the
total  assets of the  Subsidiary  exceeds 10 percent of the total  assets of the
Company and its Subsidiaries  consolidated as of the end of any two of the three
most recently completed fiscal years; or

     (c) the  Company's  and its other  Subsidiaries'  equity in the income from
continuing  operations before income taxes,  extraordinary  items and cumulative
effect of a change in accounting principles of the Subsidiary exceeds 10 percent
of such income of the Company and its Subsidiaries consolidated as of the end of
any two of the three most recently completed fiscal years.

     "Sinking  Fund"  means,  with  respect to any Sinking  Fund  Securities,  a
sinking fund provided for in Article 3B.

     "Sinking Fund Securities" means Securities of any Series which are required
to be redeemed from time to time prior to the Stated  Maturity  thereof in whole
or in part  under a Sinking  Fund,  on the terms  specified  in the  Authorizing
Resolutions and/or  supplemental  indenture (if any) relating to such Series and
in accordance with Article 3B herein.

     "Special Record Date" shall have the meaning provided in Section 2.13.

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

     "Subsequent Guarantor" shall have the meaning provided in Section 10.03.

     "Subsidiary" means (i) a corporation a majority of whose Capital Stock with
voting power, under ordinary  circumstances,  to elect directors is at the time,
directly or  indirectly,  owned by the Company,  by the Company and a Subsidiary
(or  Subsidiaries)  of the Company or by a Subsidiary (or  Subsidiaries)  of the
Company  or (ii) any  other  Person  (other  than a  corporation)  in which  the
Company,  a  Subsidiary  (or  Subsidiaries)  of the Company or the Company and a
Subsidiary (or Subsidiaries) of the Company, directly or indirectly, at the date
of determination  thereof has at least majority  ownership  interest;  provided,
that no corporation shall be deemed a Subsidiary until the Company, a Subsidiary
(or   Subsidiaries)  of  the  Company  or  the  Company  and  a  Subsidiary  (or
Subsidiaries)  of the Company  acquires more than 50% of the outstanding  voting
stock thereof and has elected a majority of its board of directors.

     "TIA"  means  the  Trust  Indenture  Act  of  1939  (15  U.S.  Code  (S)(S)
77aaa77bbbb)  as in effect on the date of this  Indenture  except as provided in
Section 9.03.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it in accordance  with the  provisions of this Indenture and thereafter
means and  includes  the Person or 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  Officer"  means any  officer or  assistant  officer of the  Trustee
assigned by the Trustee to administer its corporate trust matters.

     "U.S.  Government  Obligations"  shall have the meaning provided in Section
8.01.

     "Yield to Maturity"  means,  with respect to any Series of Securities,  the
yield to maturity thereof,  calculated at the time of issuance  thereof,  or, if
applicable,  at  the  most  recent  redetermination  of  interest  thereon,  and
calculated in accordance with accepted financial practice.

Section 1.02. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture  refers to a provision of the TIA, the provision is
incorporated  by reference in and made a part of this  Indenture.  The following
TIA terms used in this Indenture have the following meanings:

     "Commission" means the SEC;

     "indenture securities" means the Securities;

     "indenture security holder" means a Securityholder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the indenture  securities  means the Company or a Guarantor or
any other obligor on the Securities.

     All other TIA terms  used in this  Indenture  that are  defined by the TIA,
defined  by TIA  reference  to  another  statute  or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

Section 1.03. Rules of Construction.

     Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance  with generally  accepted  accounting  principles in effect in the
United States, and any other reference in this Indenture to "generally  accepted
accounting  principles"  refers to generally accepted  accounting  principles in
effect in the United States;

     (3) "or" is not exclusive;

     (4) words in the  singular  include  the  plural,  and words in the  plural
include the singular;

     (5) provisions apply to successive events and transactions;

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

     (7) "include,"  "included,"  and "including" as used herein shall be deemed
in each case to be followed by the phrase "without limitation."

                                    ARTICLE 2

                                 The Securities

Section 2.01. Form of Securities.

     The Securities of each Series shall be in substantially  the forms as shall
be  specified  in, or pursuant  to, the  Authorizing  Resolutions  and/or in the
indenture  supplemental  hereto  (if any)  relating  to such  Series,  with such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted  by this  Indenture  or the said  Authorizing  Resolutions
and/or supplemental indenture (if any).

     The definitive Securities of each Series shall be printed,  lithographed or
engraved or  produced  by any  combination  of these  methods on steel  engraved
borders or may be produced  in any other  manner  permitted  by the rules of any
securities  exchange on which the  Securities  and the Guarantees may be listed,
or, if they shall not be listed on any securities exchange,  in any other manner
consistent  herewith,  all as shall be determined by the officers executing such
Securities  and  the  Guarantees,  as  evidenced  by  their  execution  of  such
Securities  and the  Guarantees.  The  Securities  and the  Guarantees  may have
notations,  legends or  endorsements  required by law,  stock  exchange  rule or
usage.  The Company shall approve the form of the  Securities and the Guarantees
and the Guarantors  shall approve the form of the Guarantees  and, in each case,
any notation, legend or endorsement on them.

     The terms and provisions  contained in the Securities and the Guarantees in
such forms as  specified  in the  Authorizing  Resolutions  and/or  supplemental
indenture (if any) relating thereto, shall constitute,  and are hereby expressly
made, a part of this Indenture.

Section 2.02. Title and Terms.

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

     The  Securities  may be  issued  in one or more  Series.  The terms of each
Series shall be as provided in an Authorizing  Resolutions  and/or  supplemental
indenture (if any) or shall be determined in the manner specified  therein.  The
terms to be specified in respect of each Series in the  Authorizing  Resolutions
and/or  supplemental  indenture (if any), or by such Person and/or procedures as
shall be provided therein, shall include the following:

     (1) the title of the  Securities  of such Series,  which shall  distinguish
such Series from all other Series;

     (2) 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 of such Series  authenticated  and  delivered  upon  registration  of
transfer  of, or in exchange  for, or in lieu of, other  Securities  pursuant to
Section 2.07, 2.08, 2.11, 3A.08 or 9.05);

     (3) the date or dates on which  the  principal  of the  Securities  of such
Series is payable, and, if the Series shall be Extendible Securities,  the terms
on which the  Company  or any other  Person  shall have the option to extend the
Maturity of such  Securities  and the rights,  if any, of the Holders to require
early repayment of the Securities;

     (4) the rate or rates at which the  Securities  of such  Series  shall bear
interest,  if any  (whether  floating or fixed),  the  provisions,  if any,  for
determining  such interest rate or rates and  adjustments  thereto,  the date or
dates from which such interest shall accrue or the method for  determining  such
date or dates,  the Interest Payment Dates therefor and the Regular Record Dates
for the  determination  of  Holders  of the  Securities  of such  Series to whom
interest  is  payable  and the  basis  upon  which  interest,  if any,  shall be
calculated if other than that of a 360-day year of twelve 30-day months;

     (5) the place or places  where  the  principal  of,  premium,  if any,  and
interest  on  Securities  of such  Series  shall be  payable  (if other  than as
provided in Section  4.02),  where  Securities of such Series may be surrendered
for registration of transfer or exchange and where notices or demands to or upon
the Company in respect of  Securities  of such Series and this  Indenture may be
served;

     (6) the price or prices at which,  the period or periods  within  which and
the terms and  conditions  upon which the  Securities  of such  Series may be re
deemed, in whole or in part, at the option of the Company, pursuant to a Sinking
Fund or otherwise;

     (7) the  obligation,  if any, of the  Company to redeem,  purchase or repay
Securities  of such Series,  in whole or in part,  pursuant to a Sinking Fund or
otherwise  or at the  option  of a Holder  thereof,  and the  price or prices at
which,  the period or periods  within  which and the terms and  conditions  upon
which such redemption, purchase or repayment shall be made;

     (8) any  deletions  from,  modifications  of or  additions to the Events of
Default  provided for herein with respect to the Securities of such Series,  and
any  deletions  from,   modifications  of  or  additions  to  the  covenants  or
obligations  provided for herein of the Company to the Holders of the Securities
of such Series;

     (9) if less than 100% of the  principal  amount of the  Securities  of such
Series is payable on  acceleration  under  Section 6.02 or in  bankruptcy  under
Section 6.09 at any time,  a schedule of or the manner of computing  the amounts
which are so payable from time to time;

     (10) the form of the  Securities  of such  Series,  including  whether  the
Securities of such Series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depository with respect to such
Global  Security  or  Securities  and the  circumstances  under which any Global
Security  may be  registered  for  transfer or exchange,  or  authenticated  and
delivered, in the name of a Person other than such Depository or its nominee, if
other than as set forth in Section 2.07;

     (11) if other than United  States  dollars,  the currency or  currencies in
which  payment of the principal of or premium,  if any, or interest,  if any, on
the Securities of such Series shall be payable;

     (12) if the  principal of or premium,  if any, or interest,  if any, on the
Securities of such Series is to be payable,  at the election of the Company or a
Holder  thereof,  in a  currency  or  currencies  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;

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

     (14)  whether  and  under  what  circumstances  the  Company  will  pay any
additional  amounts  on the  Securities  of such  Series in  respect of any tax,
assessment or governmental  charge and, if so, whether the Company will have the
option to redeem the Securities of such Series in lieu of making such payment;

     (15) any provision relating to the issuing of the Securities of such Series
as Original Issue Discount Securities (including,  without limitation, the issue
price thereof, the rate or rates at which such original issue discount,  if any,
shall accrue and the date or dates from or to which, or period or periods during
which, such original issue discount shall accrue at such rate or rates);

     (16) if other  than  denominations  of  $1,000  and any  integral  multiple
thereof, the denominations in which Securities of such Series shall be issued;

     (17) whether  either or both of  Defeasance  or Covenant  Defeasance  shall
apply to the  Securities  of such Series and terms,  conditions  or  limitations
which may be imposed in connection  therewith in addition to those  contained in
Article 8; and

     (18) any other terms of the Securities of such Series;  provided, that such
other terms shall not  conflict  with any express  terms of any other  Series of
Securities which shall be issued and outstanding.

     Any Series of Securities may be reopened and additional  Securities of such
Series may be issued without the consent of the Holders of such Series.

     All Securities of any one Series shall be  substantially  identical in form
except  as to  denomination  and  except  as may be  otherwise  provided  in and
pursuant to the Authorizing  Resolutions and/or supplemental  indenture (if any)
relating  thereto.  All  Securities and Guarantees of any one Series need not be
issued  at the same time and may be issued  from time to time,  consistent  with
this Indenture,  if so provided by or pursuant to such  Authorizing  Resolutions
and/or supplemental indenture (if any) relating thereto.

     Any such  Authorizing  Resolutions  with respect to the  Securities  of any
Series and Guarantees  filed with the Trustee on or before the initial  issuance
of the Securities of such Series and Guarantees shall be incorporated  herein by
reference  with respect to  Securities of such Series and  Guarantees  and shall
thereafter be deemed to be a part of this Indenture for all purposes relating to
the Securities of such Series and Guarantees as if such Authorizing  Resolutions
were set forth herein in full.

Section 2.03. Execution and Authentication.

     The  Securities  shall  be  executed  on  behalf  of the  Company  and  the
Guarantees  endorsed  thereon  shall be  executed  on behalf of the  Guarantors,
respectively, by two Officers or an Officer and the Secretary.

     If an Officer or a Secretary  whose signature is on a Security or Guarantee
no longer holds that office at the time the Trustee  authenticates the Security,
the Security and such Guarantee shall be valid nevertheless.

     The Security and Guarantees  endorsed  thereon shall not be valid until the
Trustee manually signs the certificate of  authentication  on the Security.  The
signature  shall be conclusive  evidence that the Security and  Guarantees  have
been properly executed and, if applicable, authenticated under this Indenture.

     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, and with Guarantees endorsed thereon and executed by the
Guarantors, together with a Company Order for the authentication and delivery of
such Securities. The Company Order may provide that the Securities which are the
subject  thereof  shall be  authenticated  and delivered by the Trustee upon the
telephonic,  written or other order of Persons  designated in the Company Order,
and that such Persons are authorized to specify the terms and conditions of such
Securities,  to the  extent  permitted  by the  Authorizing  Resolutions  and/or
supplemental  indenture (if any) relating thereto. The Trustee shall execute and
deliver the supplemental  indenture (if any) relating to said Securities and the
Trustee  shall  authenticate  and deliver said  Securities  as specified in such
Company Order;  provided that, prior to authentication and delivery of the first
Securities of any Series, the Trustee shall have received:

     (1) a copy  of the  Authorizing  Resolutions,  with a copy  of the  form of
Security and the Guarantees approved thereby attached thereto, or a supplemental
indenture  in respect of the  issuance of the  Securities  of the Series and the
Guarantees, executed on behalf of the Company and the Guarantors, as applicable;

     (2) an  Officers'  Certificate  to the effect that the  Securities  of such
Series  comply or will comply with the  requirements  of this  Indenture and the
said Authorizing Resolutions and/or supplemental indenture (if any);

     (3) an Opinion of  Counsel:  (a) to the effect that (i) the  Securities  of
such  Series  and  the  Guarantees,   the  Authorizing  Resolutions  and/or  the
supplemental  indenture (if any) relating thereto comply or will comply with the
requirements of this  Indenture,  and (ii) the Securities of such Series and the
Guarantees,  when authenticated,  if applicable, and delivered by the Trustee in
accordance  with the said  Company  Order,  will  constitute  valid and  binding
obligations of the Company and the  Guarantors,  as  applicable,  enforceable in
accordance with their terms,  subject to (A) bankruptcy and other laws affecting
creditors'  rights  generally as in effect from time to time, (B) limitations of
generally applicable equitable principles and (C) other exceptions acceptable to
the  Trustee and its  counsel;  and (b)  relating  to such other  matters as may
reasonably be requested by the Trustee or its counsel; and

     (4) if the Securities to be issued are Original Issue Discount  Securities,
an Officers'  Certificate setting forth the Yield to Maturity for the Securities
or other  information  sufficient  to compute  amounts due on  acceleration,  or
specifying the manner in which such amounts are to be determined, pro vided that
such Yield to  Maturity  and other  facts are not  specified  in the form of the
Securities.

     Subject to Section 7.01  hereof,  the Trustee  shall be fully  protected in
relying upon the documents  delivered to it as provided above in connection with
the issuance of any Series of Securities.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities  under this Section 2.03 if the  Trustee,  being  advised by counsel,
determines  that such action may not lawfully be taken or if the Trustee in good
faith by a committee  of its Trust  Officers  shall  determine  that such action
would  expose the  Trustee to  liability  to  Holders of  previously  issued and
outstanding Securities.

     Each  Security  shall  be  dated  the  date  of its  authentication  unless
otherwise specified in the Authorizing Resolutions and/or supplemental indenture
relating thereto.

     The Trustee may appoint an  authenticating  agent reasonably  acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company

     The  Securities of each Series shall be issuable  only in  registered  form
without coupons and only in  denominations  of $1,000 and any integral  multiple
thereof, or in such other currencies or denominations as may be specified in, or
pursuant to, the Authorizing  Resolutions and/or supplemental indenture (if any)
relating to the Series.

     If  Securities  of any  Series  are to be issued in the form of one or more
Global  Securities,  then the Company  shall  deliver  such  Global  Security or
Securities executed by the Company to the Trustee, together with a Company Order
for the authentication  and delivery of such Global Security or Securities,  and
the Trustee shall,  in accordance with this Section 2.03 and such Company Order,
authenticate  and deliver  such Global  Security  or  Securities  that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the  Securities of such Series to be issued in the form of such
Global Security or Securities and not yet cancelled, (ii) shall be registered in
the name of the Depository for such Global Security or Securities or the nominee
of such  Depository,  (iii) shall be delivered by the Trustee to such Depository
or  pursuant  to such  Depository's  instructions  and (iv)  shall bear a legend
substantially  to the  following  effect:  "Unless  and until this  Security  is
exchanged in whole or in part for Securities in certificated form, this Security
may not be  transferred  except as a whole by the Depository to a nominee of the
Depository  or by a nominee  of the  Depository  to the  Depository  or  another
nominee of the  Depository  or by the  Depository  or its nominee to a successor
Depository or its nominee."

     Each Depository  designated must, at the time of its designation and at all
times while it serves as Depository,  be a clearing agency  registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

Section 2.04. Registrar and Paying Agent.

     The Company shall cause to be kept a register (the "Security  Register") at
an office or agency  where  Securities  may be  presented  for  registration  of
transfer or for exchange  ("Registrar") and an office or agency where Securities
may be presented for payment ("Paying Agent").  The Company may have one or more
co-Registrars and one or more additional paying agents.  The term "Paying Agent"
includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this  Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such Agent.  The Company shall give prompt written
notice to the  Trustee of the name and address of any such Agent and the Trustee
shall have the right to inspect the Security  Register at all  reasonable  times
and to obtain  copies  thereof.  If the  Registrar  shall not be the  Trustee in
respect of any Series, the Company shall promptly notify the Registrar as to the
amounts and terms of each  Security of such Series which shall be  authenticated
and delivered  hereunder,  and as to the names in which such Securities shall be
registered.  If the Company fails to maintain a Registrar or Paying  Agent,  the
Trustee  shall act as such and shall be  entitled  to  appropriate  compensation
therefor pursuant to Section 7.07.

     The Company initially appoints the Trustee as Registrar and Paying Agent.

Section 2.05. Paying Agent to Hold Money In Trust.

     Each Paying Agent shall hold in trust for the benefit of Securityholders or
the Trustee all money held by the Paying Agent for the payment of principal  of,
premium, if any, or interest on the Securities (whether such money has been paid
to it by the Company or any other obligor on the  Securities),  and shall notify
the  Trustee  of any  default  by the  Company  (or  any  other  obligor  on the
Securities) in making any such payment.  If the Company or a Subsidiary  acts as
Paying Agent, it shall segregate the money and hold it as a separate trust fund.
The Company at any time may  require a Paying  Agent to pay all money held by it
to the Trustee and  account for any funds  disbursed  and the Trustee may at any
time during the  continuance of any payment  default,  upon written request to a
Paying  Agent,  require  such  Paying  Agent to pay all money  held by it to the
Trustee and to account for any funds  disbursed.  Upon doing so the Paying Agent
shall have no further liability for the money.

Section 2.06. Securityholder Lists.

     The  Trustee  shall  preserve  in  as  current  a  form  as  is  reasonably
practicable  the most recent list  furnished to it of the names and addresses of
Securityholders.  If the Trustee is not the Registrar, the Company shall furnish
to the  Trustee ten days before  each  Interest  Payment  Date and at such other
times as the  Trustee  may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of Holders
of Securities of any Series and the Company shall otherwise  comply with Section
312(a) of the TIA.

     The Trustee shall be entitled to rely upon a certificate  of the Registrar,
the Company or such other Paying Agent,  as the case may be, as to the names and
addresses of the Holders of Securities  of any Series and the principal  amounts
and serial numbers of such Securities.

Section 2.07. Transfer and Exchange.

     When  Securities  are presented to the Registrar or a  co-Registrar  with a
request to register  the  transfer or to  exchange  them for an equal  principal
amount of Securities of the same Series and Stated Maturity of other  authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested  if  its  requirements  for  such  transactions  are  met.  To  permit
registrations  of transfers  and  exchanges,  the Company  shall execute and the
Trustee  shall  authenticate  Securities  at the  Registrar's  request,  and the
Guarantors  shall each execute the Guarantees  endorsed on such  Securities.  No
service charge shall be made to any Holder for any  registration  of transfer or
exchange, but the Company or the Trustee may require payment of a sum sufficient
to cover any transfer tax or similar  governmental  charge payable in connection
therewith  (other than any such transfer  taxes or similar  governmental  charge
payable upon  exchanges  pursuant to Section  2.11,  3A.08 or 9.05 in which case
such  transfer  taxes  or  similar  governmental  charges  shall  be paid by the
Company).

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Security of any Series during a period  beginning at the opening of
the day which is 15  Business  Days before the day of the mailing of a notice of
redemption of Securities of such Series  selected for  redemption  under Section
3A.04 or 3B.01 and ending at the close of business  on the day of such  mailing,
or (ii) to register  the  transfer of or exchange  any  Security so selected for
redemption  in whole  or in part,  except,  in the  case of any  Security  to be
redeemed in part, the portion thereof not to be redeemed.

     Notwithstanding  any other provision of this Section 2.07, unless and until
it  is  exchanged  in  whole  or in  part  for  Securities,  a  Global  Security
representing  all or part of the  Securities of a Series may not be  transferred
except  as a whole  by the  Depository  for such  Series  to a  nominee  of such
Depository  or by a nominee of such  Depository  to such  Depository  or another
nominee  of such  Depository  or by such  Depository  or any such  nominee  to a
successor Depository for such Series or a nominee of such successor Depository.

     If at any time the Depository for any Securities of a Series represented by
one or more Global  Securities  notifies  the Company  that it is  unwilling  or
unable  to  continue  as  Depository  for  such  Series  or if at any  time  the
Depository  for such Series shall no longer be eligible  under Section 2.03, the
Company shall appoint a successor  Depository with respect to such Series.  If a
successor  Depository  for such Series is not appointed by the Company within 90
days  after  the  Company   receives  such  notice  or  becomes  aware  of  such
ineligibility,  or an Event of Default occurs and is  continuing,  the Company's
election that the  Securities be  represented  by one or more Global  Securities
pursuant to Section  2.02 shall no longer be  effective  and the  Company  shall
deliver to the Trustee  Securities of such Series  executed by the Company,  and
with Guarantees endorsed thereon and executed by the Guarantors, together with a
Company Order for the  authentication  and delivery of such Securities,  and the
Trustee  shall,  in  accordance  with  Section  2.03  and  such  Company  Order,
authenticate  and  deliver   Securities  of  such  Series,   in  any  authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities  representing such Series in exchange for such
Global Security or Securities.

     The Company may at any time and in its sole  discretion  determine that the
Securities  of any Series  issued in the form of one or more  Global  Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company shall deliver to the Trustee  Securities of such Series  executed by
the  Company,   and  with  Guarantees  endorsed  thereon  and  executed  by  the
Guarantors, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee shall, in accordance with Section 2.03 and such
Company  Order,  authenticate  and deliver  Securities  of such  Series,  in any
authorized  denominations,  in  an  aggregate  principal  amount  equal  to  the
principal amount of the Global Security or Securities  representing such Series,
in exchange for such Global Security or Securities.

     If  specified  by  the  Company  in  the  Authorizing   Resolutions  and/or
supplemental  indenture  (if  any)  relating  to  the  Securities  of  a  Series
represented by a Global  Security,  the Depository for such Series may surrender
such Global  Security in exchange in whole or in part for Securities of the same
Series  on such  terms as are  acceptable  to the  Company  and the  Depository.
Thereupon,  the Company shall  deliver to the Trustee  Securities of such Series
executed by the Company,  and with Guarantees  endorsed  thereon and executed by
the  Guarantors,  together  with a  Company  Order  for the  authentication  and
delivery of such  Securities,  and the Trustee shall, in accordance with Section
2.03 and such Company Order, authenticate and deliver, without charge,

     (1)  to  the  Person  specified  by  such  Depository,  a new  Security  or
Securities of the same Series,  in any authorized  denominations as requested by
such Person, in an aggregate  principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and

     (2) to such Depository a new Global Security in a denomination equal to the
difference,  if any,  between the  principal  amount of the  surrendered  Global
Security and the  aggregate  principal  amount of Securities  authenticated  and
delivered  pursuant to clause (1) above.  Upon the exchange of a Global Security
for the Securities of a Series represented thereby, in authorized denominations,
such  Global  Security  shall be  cancelled  by the  Trustee  or an Agent of the
Company or the Trustee.  Securities  of a Series issued in exchange for a Global
Security  pursuant to this Section 2.07 shall be registered in such names and in
such  authorized  denominations  as the  Depository  for such  Global  Security,
pursuant to instructions from its direct or indirect  participants or otherwise,
shall  instruct  the  Trustee  or an Agent of the  Company or the  Trustee.  The
Trustee or such Agent  shall  deliver at its  office  such  Securities  to or as
directed by the Persons in whose names such Securities are so registered.

Section 2.08. Replacement Securities.

     If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost,  destroyed or wrongfully taken,
the  Company  shall  issue and the  Trustee  shall  authenticate  a  replacement
Security  of like  tenor,  Series  and  principal  amount,  bearing a number not
assigned to any Security of the same Series then  outstanding,  if the Trustee's
requirements are met, and the Guarantors  shall execute the Guarantees  endorsed
on such Security.  If required by the Trustee or the Company,  an indemnity bond
must be  sufficient  in the judgment of the Trustee to protect the Company,  the
Trustee or any Agent from any loss which any of them may suffer if a Security is
replaced.  The Company may charge  such Holder for its  expenses in  replacing a
Security.

     Replacement  Securities  and  Guarantees  endorsed  thereon are  additional
obligations of the Company and the related Guarantor, as the case may be.

Section 2.09. Outstanding Securities.

     Securities, or Securities of any particular Series, outstanding at any time
are all such  Securities  that  have been  authenticated  and  delivered  by the
Trustee except for those cancelled by it, those delivered to it for cancellation
and those described in this Section as not outstanding. Subject to Section 2.10,
a Security  does not cease to be  outstanding  because the Company or one of its
Affiliates holds the Security.

     If a  Security  is  replaced  pursuant  to  Section  2.08,  it ceases to be
outstanding  unless  the  Trustee  receives  proof  satisfactory  to it that the
replaced Security is held by a bona fide purchaser.

     If the Trustee or Paying  Agent  (other  than the Company or a  Subsidiary)
holds on the Maturity Date or Redemption Date money sufficient to pay Securities
payable on such date,  then on and after that date such  Securities  cease to be
outstanding  and  interest  on them  ceases to accrue;  provided  that,  if such
Securities  are to be redeemed,  notice of such  redemption  has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

Section 2.10. Treasury Securities.

     In  determining  whether the Holders of the  required  principal  amount of
Securities of any Series have concurred in any direction,  waiver or consent (a)
the principal  amount of an Original  Issue Discount  Security,  if any, of such
Series that shall be deemed to be  outstanding  for such  purposes  shall be the
amount  that  would be due and  payable as of the date of  determination  upon a
declaration of acceleration  thereof pursuant to Section 6.02 and (b) Securities
of such Series owned by the Company,  a Guarantor or an Affiliate of the Company
or a Guarantor shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction,  waiver
or consent,  only Securities of such Series which the Trustee actually knows are
so owned shall be so disregarded.  Upon the request of the Trustee,  the Company
shall furnish to the Trustee an Officers' Certificate identifying all Securities
of such Series,  if any,  known by the Company to be owned by it, a Guarantor or
any Affiliate of the Company or of any Guarantor.

Section 2.11. Temporary Securities.

     Until  definitive  Securities  of any  Series are ready for  delivery,  the
Company may prepare and execute and, upon  compliance  with the  requirements of
Section  2.03,  the Trustee  shall  authenticate  temporary  Securities  of such
Series,  with  Guarantees  endorsed  thereon  and  executed  by the  Guarantors.
Temporary  Securities  of any  Series  shall  be  substantially  in the  form of
definitive  Securities of such Series but may have  variations  that the Company
considers appropriate for temporary Securities. In the case of Securities of any
Series,  such temporary  Securities may be in global form. Except in the case of
temporary  Global  Securities  (which shall be  exchanged as otherwise  provided
herein or as otherwise provided in or pursuant to Authorizing Resolutions and/or
a supplemental  indenture,  (if any), without  unreasonable  delay), the Company
shall prepare and the Trustee shall authenticate  definitive Securities for such
Series in exchange for  temporary  Securities  of such Series,  with  Guarantees
endorsed  thereon and  executed by the  Guarantors,  in an exchange  pursuant to
Section 2.07.

Section 2.12. Cancellation.

     The  Company  at  any  time  may  deliver  Securities  to the  Trustee  for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any  Securities  surrendered  to them for  transfer,  exchange or  payment.  The
Trustee and no one else shall cancel all  Securities  surrendered  for transfer,
exchange, payment or cancellation or for credit against any Sinking Fund Payment
in respect of such Series  pursuant to Section 3B.02.  The Company may not issue
new Securities to replace Securities it has paid or delivered to the Trustee for
cancellation.

Section 2.13. Defaulted Interest.

     If the Company  defaults in a payment of interest on the  Securities of any
Series,  it shall pay the defaulted  interest,  plus any interest payable on the
defaulted interest, to the extent lawful, to the Persons who are Holders of such
Securities on a subsequent  special record date ("Special Record Date") and such
term,  as used in this Section 2.13 with respect to the payment of any defaulted
interest,  shall mean the  fifteenth  day next  preceding  the date fixed by the
Company  for the  payment of  defaulted  interest,  whether or not such day is a
Business Day. At least 15 days before the Special Record Date, the Company shall
mail to each holder of such  Securities a notice that states the Special  Record
Date, the payment date and the amount of defaulted interest to be paid.

Section 2.14. Persons Deemed Owners.

     The Company, any Guarantor,  the Trustee and any Agent may treat the Person
in whose name any Security is  registered  as the owner of such Security for the
purpose of receiving  payment of principal of, premium,  if any, and (subject to
Section 2.13)  interest on such Security and for all other  purposes  whatsoever
whether or not such Security  shall have matured,  and none of the Company,  any
Guarantor,  the  Trustee  or any Agent  shall be  affected  by any notice to the
contrary.

                                   ARTICLE 3A

                                   Redemption

Section 3A.01. Right of Redemption.

     Redeemable  Securities may be redeemed otherwise than through the operation
of the Sinking Fund provided for in Article 3B at the election of the Company at
the times, on the conditions and at the Redemption Prices specified therein,  in
(or  pursuant  to)  the  Authorizing  Resolutions  relating  thereto  or in  the
supplemental indenture (if any) executed in connection with the issuance of such
Securities  to  the  extent  provided  therein,   any  Redemption  Price  to  be
accompanied by accrued interest to the Redemption Date.

Section 3A.02. Applicability of Article.

     Redemption of  Securities  at the election of the Company or otherwise,  as
permitted or required by any provision  referred to in Section  3A.01,  shall be
made in accordance with such provision and this Article.

Section 3A.03. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities of any Series shall be
evidenced by a Board Resolution or set forth in an Officers'  Certificate  which
states that such election has been duly  authorized  by all requisite  corporate
action on the part of the Company.  The Company shall, at least 60 days prior to
the  Redemption  Date fixed by the  Company  (unless a shorter  notice  shall be
satisfactory to the Trustee),  notify the Trustee of such Redemption Date and of
the principal  amount of Securities of the Series or the several Series,  as the
case may be, to be redeemed.  In the case of any redemption of Securities  prior
to  the  expiration  of any  restriction  on  such  redemption  provided  in the
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

Section 3A.04. Selection by Trustee of Securities to be Redeemed.

     If less than all the  Securities  of any  Series  are to be  redeemed,  the
particular  Securities of such Series to be redeemed  shall be selected not more
than 90 days prior to the Redemption  Date by the Trustee,  from the outstanding
Securities  of such Series not  previously  called for  redemption on a pro rata
basis or by lot, as the Trustee deems  appropriate in its sole  discretion.  The
Trustee may select for  redemption  portions  (equal to the  minimum  authorized
denomination  of the Series or any integral  multiple  thereof) of the principal
amount  of  such   Securities  of  a  denomination   larger  than  such  minimum
denomination. If the Company shall so specify, Securities held by the Company or
any Guarantor or any of their respective Subsidiaries or Affiliates shall not be
included in the Securities selected for redemption.

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

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

Section 3A.05. Notice of Redemption.

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

          All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all outstanding Securities of the Series are to be re
deemed,  the  identification  (and,  in the  case  of  partial  redemption,  the
principal amount) of the particular Securities to be redeemed;

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

          (5) that the  redemption  is for a Sinking  Fund, if such is the case;
and

          (6) the place or places where such  Securities  are to be  surrendered
for payment of the Redemption Price.

                                   ARTICLE 3B

                                  Sinking Fund

Section 3B.01. Sinking Fund Payments.

     As and for a Sinking Fund for the  retirement  of Sinking Fund  Securities,
the Company will,  until all such Securities are paid or payment thereof is duly
provided  for,  deposit in  accordance  with  Section  3A.06,  at such times and
subject to such terms and  conditions as shall be specified in the provisions of
such Securities and the Authorizing  Resolutions and/or  supplemental  indenture
(if any) relating thereto,  such amounts in cash or such other Required Currency
as shall be  required  or  permitted  under such  provisions  in order to redeem
Securities  on the  specified  Redemption  Dates at a Redemption  Price equal to
their principal amounts, less in each such case the amount of any credit against
such payment received by the Company under Section 3B.02. Each such Sinking Fund
payment  shall be applied  to the  redemption  of  Securities  on the  specified
Redemption Date as herein provided.

Section 3B.02. Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver  Securities  of the same Series (other than any
Securities  of such  Series  previously  called for  redemption  pursuant to the
Sinking Fund or theretofore  applied as a credit against a Sinking Fund payment)
and (2) may apply as a credit  Securities  of the same  Series  redeemed  at the
election of the Company  pursuant to Section  3A.01 or through the  operation of
the Sinking Fund in any period in excess of the minimum amount required for such
period under Section  3B.01 and not  theretofore  applied as a credit  against a
Sinking Fund  payment,  in each case in  satisfaction  of all or any part of any
Sinking Fund payment  required to be made pursuant to Section  3B.01.  Each such
Security  so  delivered  or applied  shall be credited  for such  purpose by the
Trustee at a Redemption  Price equal to its principal  amount or, in the case of
an Original Issue Discount  Security,  its then accreted value, and the required
amount of such  Sinking  Fund payment in respect of such Series shall be reduced
accordingly.

Section 3B.03. Redemption of Securities for Sinking Fund.

     If in any year the  Company  shall elect to redeem in excess of the minimum
principal amount of Securities of any Series required to be redeemed pursuant to
Section  3B.01 or to  satisfy  all or any part of any  Sinking  Fund  payment by
delivering or crediting Securities of the same Series pursuant to Section 3B.02,
then at least 45 days  prior to the date on which the  Sinking  Fund  payment in
question  shall be due,  the Company  shall  deliver to the Trustee an Officers'
Certificate  specifying  the amount of the Sinking Fund payment and the portions
thereof  which are to be  satisfied  by payment  of cash or such other  Required
Currency, by delivery of Securities of such Series or by crediting Securities of
such  Series,  and, at least 45 days prior to the Sinking  Fund payment date (or
such shorter  period as shall be approved by the Trustee),  will also deliver to
the Trustee the  Securities  of such Series to be so delivered.  Such  Officers'
Certificate  shall also state that the Securities  forming the basis of any such
credit do not  include  any  Securities  which have been  redeemed  through  the
operation of the Sinking Fund in the minimum amount required under Section 3B.01
or previously credited against any Sinking Fund payment. The Trustee shall, upon
the receipt of such  Officers'  Certificate  (or, if it shall not have  received
such an Officers' Certificate at least 45 days prior to the Sinking Fund payment
date, then following such 45th day),  select the Securities of such Series to be
redeemed  upon the next Sinking Fund payment  date,  in the manner  specified in
Section  3A.04,  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
3A.05.  Such notice having been duly given,  the  redemption of such  Securities
shall be made upon the terms and in the manner stated in Sections  3A.06,  3A.07
and 3A.08.


                                    ARTICLE 4

                                    Covenants

Section 4.01. Payment of Securities.

     The Company shall pay the principal  of,  premium,  if any, and interest on
the  Securities  of each  Series on the dates and in the manner  provided in the
Securities and in this Indenture. An installment of principal,  premium, if any,
or interest  shall be  considered  paid on the date due if the Trustee or Paying
Agent  (other  than  the  Company  or a  Subsidiary)  holds on that  date  money
designated for and sufficient to pay the installment.

     The Company shall pay interest on overdue principal at the respective rates
borne by such Securities or, in the case of Original Issue Discount  Securities,
at rates  equal to the  respective  Yields  to  Maturity  thereof;  it shall pay
interest on overdue  installments  of interest at the respective  rates borne by
such Securities to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

     Except  as  otherwise  provided  in  the  Authorizing   Resolutions  and/or
supplemental  indenture  (if any)  relating  to any  Series,  the  Company  will
maintain in The City of New York,  an office or agency where  Securities  may be
surrendered  for  registration of transfer or exchange or for  presentation  for
payment  and where  notices and demands to or upon the Company in respect to the
Securities  and this  Indenture  may be served.  The  Company  will give  prompt
written  notice to the Trustee of the location,  and any change in the location,
of such office or agency.  If at any time the Company shall fail to maintain any
such  required  office or agency or shall fail to furnish the  Trustee  with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office.

     The Company may also from time to time  designate one or more other offices
or agencies  where the  Securities  of any Series or a particular  Series may be
presented or surrendered  for any or all such purposes and may from time to time
rescind such  designations;  provided,  that no such  designation  or rescission
shall in any manner  relieve the Company of its obligation to maintain an office
or agency in The City of New York,  for such  purposes.  The  Company  will give
prompt written  notice to the Trustee of any such  designation or rescission and
of any change in the location of any such other office or agency.

     The  Company  hereby  initially  designates  the Trustee in The City of New
York, as an agency of the Company in accordance with Section 2.04.

Section 4.03. Corporate Existence.

     Subject  to  Article  5 and  Section  4.04,  each  of the  Company  and the
Guarantors will do or cause to be done all things necessary to preserve and keep
in full force and effect its  corporate  existence  and its rights  (charter and
statutory) and material franchises;  provided, however, that neither the Company
nor any  Guarantor  shall be required to preserve any such right or franchise if
the Board of  Directors or  management  of the Company or such  Guarantor  shall
determine that the preservation thereof is no longer desirable in the conduct of
the  business  of the Company and its  Subsidiaries,  taken as a whole,  or such
Guarantor and its Subsidiaries  taken as a whole, as the case may be, and if the
loss  thereof is not, and will not be,  adverse in any  material  respect to the
Holders.

Section 4.04. Reserved.

Section 4.05. Compliance Certificate.

     The Company  shall  deliver to the Trustee  within 90 days after the end of
each fiscal quarter of the Company an Officers'  Certificate  stating whether or
not the signers know of the  existence of any Default or Event of Default by the
Company or the Guarantors and whether all of the conditions and covenants of the
Company and the Guarantors  are being complied with  regardless of any period of
grace or requirement of notice provided under the Indenture.  If they do know of
such a Default or Event of Default,  the certificate  shall describe the Default
or Event of  Default,  as the case may be, and its status.  The first  Officers'
Certificate  to be  delivered  pursuant  to this  Section  4.05 shall be for the
fiscal quarter ending immediately after the Original Issue Date.

Section 4.06. SEC Reports.

     (a) The Company  shall file with the Trustee  within 15 days after it files
them with the SEC 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 SEC
may by rules and  regulations  prescribe)  which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  as amended.  The Company also shall comply with the other  provisions  of
Section 314(a) of the TIA.

     (b) So long as the Securities of any Series remain outstanding, the Company
shall  cause  its  annual  report to  stockholders  and any  quarterly  or other
financial reports furnished by it to stockholders to be mailed to the Holders of
Securities outstanding at their addresses appearing in the Security Register.

Section 4.07. Waiver of Stay, Extension or Usury Laws.

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

Section 4.08. Restrictions on Liens.

     Neither  the  Company  nor any  Guarantor  will  incur,  create,  assume or
otherwise  become  liable in respect of any  Indebtedness  secured by a Lien, or
guarantee any  Indebtedness  with a guarantee which is secured by a Lien, on any
Principal  Domestic Property of the Company or a Guarantor as the case may be or
any  shares of stock or  Indebtedness  of any  Significant  Subsidiary,  without
effectively  providing that the Securities of each Series (together with, if the
Company  or a  Guarantor  as the  case  may be shall  so  determine,  any  other
Indebtedness  of the Company or a Guarantor then existing or thereafter  created
ranking equally with the Securities of each Series) shall be secured equally and
ratably  with (or, at the option of the  Company or a Guarantor  as the case may
be, prior to) such secured  Indebtedness,  so long as such secured  Indebtedness
shall be so secured;  provided,  however, that this Section 4.08 shall not apply
to Indebtedness secured by:

     (1) Liens existing on the date of this Indenture;

     (2) Liens in favor of governmental  bodies to secure  progress,  advance or
other payments;

     (3) Liens existing on property, shares of stock or Indebtedness at the time
of  acquisition   thereof  (including   acquisition  through  lease,  merger  or
consolidation) or Liens to secure the payment of all or any part of the purchase
price thereof or the cost of construction, installation, renovation, improvement
or development  thereon or thereof or to secure any Indebtedness  incurred prior
to,  at the time of,  or within  360 days  after  the later of the  acquisition,
completion  of  such  construction,  installation,  renovation,  improvement  or
development or the commencement of full operation of such property or within 360
days after the  acquisition  of such shares or  Indebtedness  for the purpose of
financing all or any part of the purchase price thereof;

     (4) Liens securing  Indebtedness in an aggregate  amount which, at the time
of incurrence and together with all outstanding  Attributable Debt in respect of
Sale and Leaseback  Transactions permitted by clause (y) of the second paragraph
of Section  4.09,  does not exceed 10 percent of the  Consolidated  Net Tangible
Assets of the Company;

     (5) Liens to secure Indebtedness other than Funded Debt; and

     (6) any  extension,  renewal  or  replacement  (or  successive  extensions,
renewals or  replacements),  in whole or in part, of any Lien referred to in the
foregoing clauses (1) to (5) inclusive;  provided, that such extension,  renewal
or  replacement of such Lien is limited to all or any part of the same property,
shares of stock or  Indebtedness  that  secured  the Lien  extended,  renewed or
replaced  (plus   improvements  on  such   property),   and  that  such  secured
Indebtedness at such time is not increased.

     If at any time the Company or a Guarantor  as the case may be shall  incur,
create, assume or otherwise become liable in respect of any Indebtedness secured
by a Lien, or guarantee any Indebtedness  with a guarantee which is secured by a
Lien,  on any Principal  Domestic  Property of the Company or a Guarantor as the
case may be or any shares of stock or Indebtedness of any Significant Subsidiary
other than as permitted  under clauses (1) through (6) of this Section 4.08, the
Company or a Guarantor as the case may be shall promptly  deliver to the Trustee
(i) an  Officers'  Certificate  stating  that the  covenant  of the Company or a
Guarantor as the case may be to secure the  Securities  equally and ratably with
such secured  Indebtedness  pursuant to this Section 4.08 has been complied with
and (ii) an Opinion of Counsel  that such  covenant has been  complied  with and
that any  instruments  executed by the Company or a Guarantor as the case may be
in performance of such covenant comply with the requirements of such covenant.

Section 4.09. Restrictions on Sales and Leasebacks.

     Neither the Company nor any  Guarantor  will sell or transfer any Principal
Domestic  Property of the  Company or a  Guarantor  as the case may be, with the
Company or a Guarantor as the case may be taking back a lease of such  Principal
Domestic  Property of the Company (a "Sale and Leaseback  Transaction"),  unless
(i) such Principal  Domestic  Property of the Company or a Guarantor as the case
may be is sold within 360 days from the date of  acquisition  of such  Principal
Domestic  Property of the Company or a Guarantor  as the case may be or the date
of the completion of  construction  or  commencement  of full operations on such
Principal  Domestic  Property of the Company or a Guarantor  as the case may be,
whichever  is later,  or (ii) the  Company  or a  Guarantor  as the case may be,
within  120 days  after  such  sale,  applies  or  causes to be  applied  to the
retirement  of Funded Debt of the  Company or a Guarantor  as the case may be or
any Subsidiary (other than Funded Debt of the Company or a Guarantor as the case
may be which by its terms or the terms of the  instrument  pursuant  to which it
was issued is  subordinate in right of payment to the Securities of each Series)
an amount not less than the greater of (A) the net  proceeds of the sale of such
Principal  Domestic Property of the Company or a Guarantor as the case may be or
(B) the fair  value  (as  determined  in any  manner  approved  by the  Board of
Directors) of such Principal  Domestic Property of the Company or a Guarantor as
the case may be.

     The  provisions of this Section 4.09 shall not prevent a Sale and Leaseback
Transaction  (x) if the lease  entered  into by the  Company or a  Guarantor  in
connection  therewith is for a period,  including renewals,  of not more than 36
months or (y) if the  Company or a  Guarantor  as the case may be would,  at the
time of entering into such Sale and Leaseback Transaction,  be entitled, without
equally and ratably securing the Securities,  to create or assume a Lien on such
Principal Domestic Property of the Company or a Guarantor securing  Indebtedness
in an amount at least equal to the Attributable Debt in respect of such Sale and
Leaseback Transaction pursuant to clause (4) of Section 4.08.


                                    ARTICLE 5

                              Successor Corporation

Section 5.01. When the Company and the Guarantors May Merge, etc.

     Each of the  Company  and  the  Guarantors  covenants  that  it  shall  not
consolidate  with or merge  with or into any  other  Person or  transfer  all or
substantially all of its respective  properties and assets as an entirety to any
Person, unless:

     (1) either the  Company or a  Guarantor,  as the case may be,  shall be the
continuing  Person,  or the Person (if other than the Company or such Guarantor)
formed by such  consolidation  or into which the  Company or such  Guarantor  is
merged or to which all or substantially  all of the properties and assets of the
Company  or the  properties  and assets of such  Guarantor  as an  entirety  are
transferred shall be a corporation  organized and existing under the laws of the
United  States  or 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,  all the obligations of the
Company or such  Guarantor,  as the case may be,  under the  Securities  of each
Series or the related Guarantees, as applicable, and this Indenture;

     (2)  immediately  before  and  immediately  after  giving  effect  to  such
transaction,  no Event of Default  and no Default  shall  have  occurred  and be
continuing; and

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

     This Section 5.01 shall not prevent or prohibit a transfer which results in
the  termination of the Guarantor's  liabilities  and  obligations  hereunder in
accordance with Section 10.02.

     Notwithstanding the foregoing,  any Guarantor or Subsidiary may consolidate
with, merge with or into or transfer all or part of its properties and assets to
the Company or any other Guarantor or Subsidiary.

Section 5.02. Successor Corporation Substituted.

     Upon any  consolidation or merger,  or any transfer of all or substantially
all of the  properties  and assets of any of the  Company or the  Guarantors  in
accordance  with  Section  5.01,  the  successor   corporation  formed  by  such
consolidation or into which any of the Company or the Guarantors is merged or to
which such  transfer is made shall succeed to, and be  substituted  for, and may
exercise  every  right and power of,  the  Company  or a  Guarantor  under  this
Indenture with the same effect as if such successor  corporation  had been named
as the Company or a Guarantor herein.


                                    ARTICLE 6

                              Default and Remedies

Section 6.01. Events of Default.

     An "Event of  Default"  means,  with  respect to any Series of  Securities,
unless it is either  inapplicable  to a particular  Series or it is specifically
deleted or modified in the Authorizing Resolutions and/or supplemental indenture
(if any) in respect of such Series,  and any other events which may be specified
as  Events  of  Default  in  the  Authorizing  Resolutions  and/or  supplemental
indenture (if any) in respect of such Series:

     (1) the default in the payment of interest on any Securities of such Series
when the same becomes due and payable and the default  continues for a period of
30 days;

     (2) the default in the payment of principal  (or  premium,  if any, on) any
Securities  of such Series when the same becomes due and payable at its Maturity
or  otherwise  or defaults in the deposit of any  Sinking  Fund  installment  in
respect  of such  Series,  when and as  payable  by the terms of  Section  3B.01
hereof;

     (3) the Company or any of the  Guarantors  fail to comply with any of their
other  agreements  contained in the  Securities of such Series or this Indenture
(other than an agreement  relating  exclusively to another Series of Securities)
and the default continues for the period and after the notice specified below;

     (4) the Company or any of the Guarantors  pursuant to or within the meaning
of any Bankruptcy Law:

          (A) commences a voluntary case or proceeding,

          (B)  consents  to the entry of an order for  relief  against  it in an
involuntary case or proceeding,

          (C)  consents to the  appointment  of a Custodian  of it or for all or
substantially all of its property, or

          (D) makes a general assignment for the benefit of its creditors; or

     (5) a court of competent  jurisdiction  enters an order or decree under any
Bankruptcy Law that:

          (A) is for relief  against the Company or any of the  Guarantors in an
involuntary case or proceeding,

          (B) appoints a Custodian of the Company or any of the  Guarantors  for
all or substantially all of its properties, or

          (C) orders the liquidation of the Company or any of the Guarantors,

and in each case the order or decree remains unstayed and in effect for 60 days;

     the term  "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee,  assignee,  liquidator,  sequestrator  or  similar  official  under any
Bankruptcy Law;

     (6) except as permitted by this  Indenture,  any Guarantee shall be held in
any judicial  proceeding to be  unenforceable  or invalid or shall cease for any
reason to be in full force and effect or any  Guarantor or any Person  acting on
behalf of such  Guarantor  shall deny or disaffirm  its  obligations  under such
Guarantee; or

     A Default  under  clause (3) is not an Event of Default  until the  Trustee
notifies the Company,  or the Holders of at least 25% in principal amount of the
outstanding Securities of such Series notify the Company and the Trustee, of the
Default and the Company does not cure the Default  within 60 days after  receipt
of the notice.  The notice must specify the Default,  demand that it be remedied
and state that the notice is a "Notice of Default." When a Default is cured,  it
ceases. Such notice shall be given by the Trustee if so requested by the Holders
of at least  25% in  principal  amount of the  Securities  of such  Series  then
outstanding.

     Subject to the  provisions of Sections 7.01 and 7.02, the Trustee shall not
be charged with  knowledge of any Event of Default unless written notice thereof
shall have been given to a Trust  Officer at the  corporate  trust office of the
Trustee by the Company, the Paying Agent, any Holder or an agent of any Holder.

Section 6.02. Acceleration.

     If an Event of Default (other than an Event of Default specified in Section
6.01(4)  or  (5))  with  respect  to  Securities  of any  Series  occurs  and is
continuing,  the  Trustee  may, by notice to the  Company,  or the Holders of at
least 25% in principal amount of such Securities of such Series then outstanding
may, by notice to the Company and the Trustee,  and the Trustee shall,  upon the
request of such Holders, declare all unpaid principal of (or, if such Securities
are Original Issue Discount Securities,  such portion of the principal amount as
may then be payable on acceleration as provided in the terms thereof),  premium,
if any, and accrued but unpaid  interest to the date of acceleration on all such
Securities of such Series then  outstanding  (if not then due and payable) to be
due and payable  and,  upon any such  declaration,  the same shall become and be
immediately due and payable. If an Event of Default specified in Section 6.01(4)
or (5) occurs, all unpaid principal of (or, if any Securities are Original Issue
Discount Securities, such portion of the principal amount as may then be payable
on acceleration as provided in the terms thereof),  premium, if any, and accrued
but unpaid  interest on all  Securities of every Series then  outstanding  shall
ipso facto become and be immediately  due and payable without any declaration or
other act on the part of the Trustee or any Securityholder. Upon payment of such
principal  amount,   premium,  if  any,  and  interest,  all  of  the  Company's
obligations under such Securities of such Series and this Indenture with respect
to such Securities of such Series,  other than  obligations  under Section 7.07,
shall  terminate.  The  Holders  of  a  majority  in  principal  amount  of  the
outstanding  Securities of such Series then outstanding by notice to the Trustee
may rescind an acceleration  and its  consequences if (i) all existing Events of
Default,  other than the  non-payment of the principal of the Securities of such
Series which has become due solely by such  declaration  of  acceleration,  have
been cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue  installments  of  interest,  premium,  if any,  and overdue
principal,   which  has  become  due  otherwise  than  by  such  declaration  of
acceleration,  has been paid,  (iii) the rescission  would not conflict with any
judgment or decree of a court of  competent  jurisdiction  and (iv) all payments
due to the Trustee and any  predecessor  Trustee  under  Section  7.07 have been
made. Anything herein contained to the contrary notwithstanding, in the event of
any  acceleration  pursuant  to this  Section  6.02,  the  Company  shall not be
obligated to pay any premium in connection  with any  repayment  arising from an
Event of Default.

Section 6.03. Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available  remedy by  proceeding  at law or in equity to collect  the payment of
principal of, premium, if any, or interest on the Securities of the Series as to
which the Event of Default shall have occurred or to enforce the  performance of
any provision of such Securities or the Indenture.

     The Trustee may  maintain a  proceeding  even if it does not possess any of
the  Securities  of the  Series  as to which  the Event of  Default  shall  have
occurred or does not produce any of them in the proceeding.  A delay or omission
by the Trustee or any  Securityholder in exercising any right or remedy accruing
upon an Event of Default  shall not impair the right or remedy or  constitute  a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy.  All available  remedies are cumulative to the extent permitted by
law.

Section 6.04. Waiver of Past Defaults.

     Subject to Sections  6.07 and 9.02,  the Holders of a majority in principal
amount  of the  outstanding  Securities  of a Series  by  written  notice to the
Trustee may waive an existing Default or Event of Default and its  consequences,
except a Default in the payment of principal of or premium,  if any, or interest
on any such Security as specified in clauses (1) and (2) of Section 6.01. When a
Default or Event of Default is waived, it is cured and ceases.

Section 6.05. Control by Majority.

     The Holders of a majority in principal amount of the outstanding Securities
of a Series (or, if more than one Series is affected,  of all such Series voting
as a single  class)  may 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 it.  However,  the Trustee may refuse to follow any direction
that conflicts with any law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of another Securityholder,  or that may involve
the Trustee in personal liability;  provided that the Trustee may take any other
action  deemed  proper  by the  Trustee  which  is not  inconsistent  with  such
direction.

Section 6.06. Limitation on Suits.

     A  Securityholder  may not pursue any remedy with respect to this Indenture
or the Securities of the applicable Series unless:

     (1) the Holder gives to the Trustee written notice of a continuing Event of
Default;

     (2) the  Holders  of at least 25% in  principal  amount of the  outstanding
Securities  of the Series in respect of which the Event of Default has  occurred
make a written request to the Trustee to pursue a remedy;

     (3) such Holder or Holders offer to the Trustee  indemnity  satisfactory to
the Trustee against any loss, liability or expense;

     (4) the  Trustee  does not  comply  with the  request  within 60 days after
receipt of the request and the offer of indemnity; and

     (5) during such 60-day period the Holders of a majority in principal amount
of the outstanding Securities of such Series do not give the Trustee a direction
which, in the opinion of the Trustee, is inconsistent with the request.

     A  Holder  of  Securities  of any  Series  may not use  this  Indenture  to
prejudice  the rights of any other  Holders of  Securities  of that Series or to
obtain a preference  or priority  over any other  Holders of  Securities of that
Series.

Section 6.07. Rights of Holders to Receive Payment.

     Notwithstanding  any other  provision of this  Indenture,  the right of any
Holder to receive  payment of principal of and premium,  if any, and interest on
the Security,  on or after the respective due dates  expressed in such Security,
or to  bring  suit for the  enforcement  of any such  payment  on or after  such
respective dates,  shall not be impaired or affected without the consent of such
Holder.

Section 6.08. Collection Suit by Trustee.

     If an Event of Default in payment of interest  or  principal  specified  in
Section  6.01(1)  or (2) occurs  and is  continuing,  the  Trustee  may  recover
judgment in its own name and as trustee of an express  trust against the Company
or any other  obligor  on the  Securities  of the Series in respect of which the
Event of Default has  occurred for the whole amount of  principal,  premium,  if
any, and accrued interest  remaining  unpaid,  together with interest overdue on
principal  or,  in the case of  Original  Issue  Discount  Securities,  the then
accreted  value,  and to the extent  that  payment of such  interest  is lawful,
interest on overdue installments of interest, in each case at the rate per annum
borne by such Securities or, in the case of Original Issue Discount  Securities,
at a rate equal to the Yield to Maturity  thereof,  and such  further  amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other  papers or documents as
may be  necessary  or  advisable  in  order to have the  claims  of the  Trustee
(including any claim for the reasonable  compensation,  expenses,  disbursements
and  advances of the Trustee,  its agents and  counsel) and the  Securityholders
allowed  in any  judicial  proceedings  relative  to the  Company  (or any other
obligor  upon the  Securities),  its  creditors  or its  property  and  shall be
entitled  and  empowered  to collect and  receive  any monies or other  property
payable or  deliverable  on any such claims and to distribute  the same, and any
Custodian  in any  such  judicial  proceedings  is  hereby  authorized  by  each
Securityholder  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
Securityholders,  to pay to the Trustee any amount due to it for the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel,  and any other amounts due the Trustee under Section 7.07.  Nothing
herein  contained  shall be deemed to  authorize  the  Trustee to  authorize  or
consent  to or  accept  or adopt on  behalf  of any  Securityholder  any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
of any Series or the rights of any Holder  thereof,  or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.

Section 6.10. Priorities.

     If the Trustee  collects  any money or property  pursuant to this Article 6
with respect to Securities  of a Series,  it shall pay out the money or property
in the following order:

     First: to the Trustee for amounts due under Section 7.07;

     Second:  to Holders for amounts  due and unpaid on the  Securities  of such
Series in respect of which monies have been collected for principal, premium, if
any,  and  interest,  ratably,  without  preference  or  priority  of any  kind,
according  to the  amounts  due and payable on such  Securities  for  principal,
premium, if any, and interest, respectively; and

     Third: to the Company.

     The Trustee,  upon prior  written  notice to the Company,  may fix a record
date and  payment  date for any  payment  to  Securityholders  pursuant  to this
Section 6.10.

Section 6.11. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against  the  Trustee  for any action  taken or omitted by it as
Trustee,  a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs,  including  reasonable  attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section 6.11
does not apply to a suit by the Trustee,  a suit by a Holder pursuant to Section
6.07,  or a suit by any  Holder  or a group  of  Holders  of  more  than  10% in
principal amount of the outstanding  Securities of all Series (or, if the matter
in issue does not relate to all Series of Securities, then the Holders of 10% in
principal amount of the outstanding Securities of all Series to which such issue
relates) (treated as a single class)).

                                    ARTICLE 7

                                     Trustee

Section 7.01. Duties of Trustee.

     (a) The Trustee, except during the continuance of an Event of Default known
to it pursuant to Section 6.01,  undertakes to perform such duties and only such
duties as are specifically  set forth in this Indenture.  If an Event of Default
known to the Trustee  pursuant to Section 6.01 has  occurred and is  continuing,
the Trustee  shall  exercise  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 Person would exercise or use under the  circumstances  in the conduct of
his own affairs.

     (b) Except  during  the  continuance  of an Event of  Default  known to the
Trustee pursuant to Section 6.01:

          (1) the Trustee need perform only those duties as are specifically set
forth in this  Indenture and no others and no implied  covenants or  obligations
shall be read into this Indenture against the Trustee;

          (2)  in the  absence  of  bad  faith  on its  part,  the  Trustee  may
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;  however,  the
Trustee shall examine the certificates and opinions to determine  whether or not
they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved  from  liability  for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:

          (1) this paragraph does not limit the effect of paragraphs (a) and (b)
of this Section 7.01;

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

          (3) the  Trustee  shall not be liable  with  respect  to any action it
takes or omits to take in good faith in accordance with a direction  received by
it pursuant to Section 6.05.

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

     (e)  Every  provision  of this  Indenture  that in any way  relates  to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

     (f) The Trustee  shall not be liable for interest on any money  received by
it except as the Trustee  may agree with the  Company in writing.  Money held in
trust by the  Trustee  need not be  segregated  from other  funds  except to the
extent required by law.

Section 7.02. Rights of Trustee.

     Subject to Section 7.01:

     (a) the Trustee may rely on any  document  believed by it to be genuine and
to have been signed or  presented  by the proper  Person;  the Trustee  need not
investigate any fact or matter stated in the document;

     (b) before the Trustee  acts or  refrains  from  acting,  it may require an
Officers'  Certificate or an Opinion of Counsel,  which shall conform to Section
11.05;  the Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such certificate or opinion;

     (c) the Trustee may act through its  attorneys  and agents and shall not be
responsible  for the  misconduct or negligence of any agent  appointed  with due
care;

     (d) the  Trustee  shall not be liable  for any  action it takes or omits to
take in good faith which it  reasonably  believes to be authorized or within its
rights or powers;

     (e) the Trustee may consult  with counsel and the advice or opinion of such
counsel  as to  matters  of law  shall be full and  complete  authorization  and
protection in respect of any action  taken,  omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel; and

     (f) 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 the
Holders, including,  without limitation, the duties, rights and powers specified
in Section  6.02  hereof,  unless  such  Holders  have  offered  to the  Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
which  might be  incurred  by the  Trustee in  compliance  with such  request or
action.

     (g) Except with respect to Section 6.01(1) and Section 6.01(2), the Trustee
shall have no duty to inquire as to the  performance of the Company with respect
to the covenants  contained in Article 4. In addition,  the Trustee shall not be
deemed to have  knowledge of an Event of Default except (1) any Event of Default
occurring  pursuant to Section  6.01(1) and Section  6.01(2) or (2) any Event of
Default  of which the  Trustee  shall  have  received  written  notification  or
obtained actual knowledge.

Section 7.03. Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities  and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee.  Any Agent may do the
same with like  rights.  However,  the Trustee is subject to  Sections  7.10 and
7.11.

Section 7.04. Trustee's Disclaimer.

     The Trustee makes no  representation as to the validity or adequacy of this
Indenture or the Securities of any Series,  it shall not be accountable  for the
recitals  contained in this  Indenture or for the  Company's use of the proceeds
from the  Securities  of any  Series,  and it shall not be  responsible  for any
statement in the Securities of any Series, or in any prospectus used to sell the
Securities of any Series, other than its certificate of authentication.

Section 7.05. Notice of Defaults.

     If a Default or an Event of Default  occurs and is continuing  with respect
of any Series of Securities, and if it is actually known to the Trustee pursuant
to Section 6.01 hereof,  the Trustee shall mail to each Holder of the Securities
of such Series notice of the Default or Event of Default within 75 days after it
occurs.  Except in the case of a Default  or an Event of  Default  in payment of
principal of, premium,  if any, or interest on any Security or in the payment of
any Sinking Fund  installment,  the Trustee may  withhold  such notice if and so
long as a  committee  of its  Trust  Officers  in  good  faith  determines  that
withholding the notice is in the interest of Securityholders.

Section 7.06. Reports by Trustee to Holders.

     The Trustee  shall  transmit to the Holder such reports  concerning,  among
other things, the Trustee and its action under this Indenture as may be required
pursuant to the TIA at the time and in  compliance  with  Section  313(a) of the
TIA.  The Trustee also shall comply with  Sections  313(b)(2)  and 313(c) of the
TIA.

     A copy of each such  report at the time of its  mailing to  Securityholders
shall  be filed  with the SEC and each  stock  exchange,  if any,  on which  the
Securities of any Series are listed.

     The Company shall notify the Trustee if the Securities of any Series become
listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time such compensation as
shall be agreed upon in writing by the Company and the  Trustee.  The  Trustee's
compensation  shall not be limited by any law on compensation of a trustee of an
express  trust.  The Company  shall  reimburse  the Trustee upon request for all
reasonable  disbursements,  expenses and  advances  incurred or made by it. Such
expenses shall include the reasonable  compensation,  disbursements and expenses
of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee for, and hold it harmless  against,
any loss or liability  incurred by it in connection with the  administration  of
this  trust and its duties  hereunder,  including  the  reasonable  expenses  of
defending itself against any claim of liability arising  hereunder.  The Trustee
shall notify the Company  promptly of any claim asserted against the Trustee for
which it may seek  indemnity.  The Company need not pay for any settlement  made
without its written consent,  which consent shall not be unreasonably  withheld.
The Company  need not  reimburse  any expense or  indemnify  against any loss or
liability incurred by the Trustee through negligence or bad faith.

     To secure the  Company's  payment  obligations  in this Section  7.07,  the
Trustee shall have a lien prior to the Securities of each Series on all money or
property  held or collected by the Trustee,  in its capacity as Trustee,  except
money or  property  held in trust  to pay  principal  of,  premium,  if any,  or
interest on particular Securities.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in  Section  6.01(4) or (5)  occurs,  the  expenses  and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee.

     The Trustee may resign by so notifying the Company in writing.  The Holders
of a majority in principal  amount of the  outstanding  Securities of all Series
(voting as a single class) may remove the Trustee by so notifying the Trustee in
writing and may appoint a successor Trustee with the Company's consent. Pursuant
to a Company Order, the Company may remove the Trustee if:

     (1) the Trustee fails to comply with Section 7.10;

     (2) the Trustee is adjudged a bankrupt or an insolvent;

     (3) a receiver or other public  officer  takes charge of the Trustee or its
property; or

     (4) the Trustee becomes incapable of acting.

     If the Trustee  resigns or is removed or if a vacancy  exists in the office
of Trustee  for any  reason,  the  Company  shall  promptly  appoint a successor
Trustee.  Within one year after the successor Trustee takes office,  the Holders
of a majority in principal  amount of the  Securities of all Series (voting as a
single class) may appoint a successor  Trustee to replace the successor  Trustee
appointed by the Company.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee  shall  transfer,  after  payment of all sums then owing to the  Trustee
pursuant to Section 7.07, all property and  documentation  held by it as Trustee
to the successor  Trustee,  subject to the lien  provided in Section  7.07,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Securityholder.

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the outstanding Securities of all
Series  (voting  as  a  single  class)  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.10,  any  Securityholder  may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.  Any successor Trustee shall comply with
TIA (S) 310(a)(5).

     Notwithstanding  replacement of the Trustee  pursuant to this Section 7.08,
the Company's  obligations  under Section 7.07 shall continue for the benefit of
the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or  substantially  all of its corporate trust business to, another  corporation,
the resulting, surviving or transferee corporation without any further act shall
be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

     This Indenture  shall always have a Trustee who satisfies the  requirements
of Section  310(a)(1) of the TIA. The Trustee shall have a combined  capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition.  The Trustee  shall comply with Section  310(b) of the TIA,
including the provision  permitted by the second  sentence of Section  310(b) of
the TIA.

Section 7.11. Preferential Collection of Claims Against Company.

     The Trustee shall comply with Section 311(a) of the TIA, excluding from the
operation  of  Section  311(a) of the TIA any  creditor  relationship  listed in
Section  311(b) of the TIA. A Trustee who has resigned or been removed  shall be
subject to Section 311(a) of the TIA to the extent indicated.

                                    ARTICLE 8

           Defeasance, Covenant Defeasance, Satisfaction and Discharge

Section 8.01.  Applicability of Article;  Company's Option to Effect  Defeasance
or Covenant Defeasance.

     If pursuant  to Section  2.02  provision  is made for either or both of (a)
defeasance  of the  Securities  of any Series under Section 8.02 or (b) covenant
defeasance  of the  Securities of any Series under Section 8.03 to apply to such
Securities, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article Eight, shall be applicable to
the Securities and the Company may at its option,  at any time,  with respect to
the  Securities,  elect to have either  Section 8.02 (if  applicable) or Section
8.03 (if  applicable) be applied to the  outstanding  Securities upon compliance
with the conditions set forth below in this Article Eight.

Section 8.02. Defeasance and Discharge.

     Upon the Company's exercise of the above option applicable to this Section,
the  Company and the  Guarantors  shall be deemed to have been  discharged  from
their respective  obligations with respect to the outstanding  Securities on the
date the conditions set forth below are satisfied (hereinafter, "Defeasance").

     For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness  represented by the outstanding
Securities and the Company and the Guarantors  shall be deemed to have satisfied
all their  respective  obligations  under the  Securities and the Guarantees and
this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company,  shall  execute  proper  instruments  acknowledging  the
same),  except for the following which shall survive until otherwise  terminated
or discharged hereunder:

     (a) the rights of Holders of outstanding Securities to receive, solely from
the trust fund  described  in  Section  8.04 and as more fully set forth in such
Section,  payments in respect of the principal of, premium, if any, and interest
on such outstanding Securities when such payments are due;

     (b)  the  Company's  obligations  with  respect  to such  Securities  under
Sections 2.07, 2.08, 4.02 and 7.07;

     (c) the rights,  powers, trusts, duties and immunities and other provisions
in respect of the Trustee hereunder; and

     (d) this Article Eight.

     Subject to compliance with this Article Eight, the Company may exercise its
option under this Section 8.02  notwithstanding the prior exercise of its option
under Section 8.03 with respect to the Securities of any Series.

Section 8.03. Covenant Defeasance.

     Upon the Company's exercise of the above option applicable to this Section,
the Company shall be released from its  obligations  under Sections 4.03,  4.06,
4.08,  4.09 and 5.01,  and Sections 4.05 and 6.01(3) (as they relate to Sections
4.03, 4.06,  4.08, 4.09 and 5.01) with respect to the outstanding  Securities of
any Series on and after the date the  conditions  set forth below are  satisfied
(hereinafter, "Covenant Defeasance").

     For this purpose,  such Covenant Defeasance means that, with respect to the
outstanding  Securities  of any Series,  the Company may omit to comply with and
shall have no liability  in respect of any term,  condition  or  limitation  set
forth in any such  Section,  whether  directly  or  indirectly  by reason of any
reference  elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this  Indenture and such  Securities  shall be unaffected  thereby.
Following  a  Covenant  Defeasance,  payment  of  such  Securities  may  not  be
accelerated because of an Event of Default specified above in this Section 8.03.

Section 8.04. Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 8.02
or Section 8.03 to the outstanding Securities of any Series:

     (a) The Company shall  irrevocably have deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of making the following
payments,  specifically  pledged as security for, and  dedicated  solely to, the
benefit  of the  Holders  of the  Securites  of any  Series  (1) in the  case of
Securities of any Series denominated in U.S. dollars,  (A) an amount of cash, or
(B) direct non-callable  obligations of, or non-callable  obligations guaranteed
by,  the  United  States  of  America  for the  payment  of which  guarantee  or
obligation the full faith and credit of the United States is pledged, including,
but not limited  to,  depository  receipts  issued by a bank as  custodian  with
respect to any such security held by the custodian for the benefit of the holder
of such depository receipt ("U.S.  Government  Obligations"),  which through the
scheduled  payment of principal  and interest in respect  thereof in  accordance
with their terms will provide,  within two weeks of the due date of any payment,
money  in  an  amount,  or  (C)  a  combination  thereof,  sufficient,   without
reinvestment,  in the opinion of a  nationally  recognized  firm of  independent
public  accountants  approved by the trustee in the exercise of reasonable  care
expressed in a written  certification  thereof delivered to the Trustee,  to pay
and  discharge,  and which shall be applied by the Trustee to pay and discharge,
the  principal of,  premium,  if any, and each  installment  of interest on such
Securities on their respective Stated Maturities in accordance with the terms of
this Indenture and of such  Securities,  or (2) in the case of Securities of any
Series  denominated in currency other than U.S.  dollars,  an amount of Required
Currency  sufficient  to pay and  discharge,  and which  shall be applied by the
Trustee to pay and  discharge,  the  prinicpal  of,  premium,  if any,  and each
installment of interest on such Securities on their respective Stated Maturities
in accordance  with the terms of this Indenture and of such  Securities.  Before
such a deposit,  the Company may make  arrangements  satisfactory to the Trustee
for  the  redemption  of any  Securities  of such  Series  at a  future  date in
accordance with any redemption  provisions  relating to such  Securities,  which
shall be given effect in applying the foregoing.

     (b) No Event of Default or event with which notice or lapse of time or both
would  become an Event of Default  with  respect to such  Securities  shall have
occurred and be  continuing  on the date of such  deposit  and,  with respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of such  deposit  (it being  understood  that this  condition  shall not be
deemed satisfied until the expiration of such period).

     (c) Such Defeasance or Covenant  Defeasance shall not cause the Trustee for
the  Securities  to have a  conflicting  interest  for  purposes of the TIA with
respect to any Securities of the Company.

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

     (e) Such Defeasance or Covenant  Defeasance  shall not cause any Securities
of such Series then listed on any registered  national securities exchange under
the Securities Exchange Act of 1934, as amended, to be delisted.

     (f) In the case of an election  under Section 8.02,  the Company shall have
delivered to the Trustee an Opinion of Counsel  stating that (x) the Company has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling,  or (y) since the date of this Indenture  there has been a change in the
applicable  federal income tax law, in either case to the effect that, and based
thereon  such  opinion  shall  confirm  that,  the  Holders  of the  outstanding
Securities of such Series will not recognize gain or loss for federal income tax
purposes as a result defeasance and will be subject to federal income tax on the
same  amounts,  in the same  manner and at the same times as would have been the
case if such defeasance had not occurred.

     (g) In the case of an election  under Section 8.03,  the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the  outstanding  Securities of such Series will not recognize  income,  gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal  income tax on the same  amounts,  in the same manner
and at the same  times as would have been the case if such  covenant  defeasance
had not occurred.

     (h) Such Defeasance or Covenant  Defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the
Company in connection therewith pursuant to Section 2.02.

     (i)  The  Company  shall  have   delivered  to  the  Trustee  an  Officers'
Certificate  or an Opinion of Counsel,  stating  that all  conditions  precedent
provided for in the Indenture  relating to either the  Defeasance  under Section
8.02 or the  Covenant  Defeasance  under  Section 8.03 (as the case may be) have
been complied with.

Section 8.05.       Deposited Money and U.S.  Government  Obligations to be Held
                    in Trust; Other Miscellaneous Provisions.

     All money and U.S. Government  Obligations (including the proceeds thereof)
deposited  with  the  Trustee  pursuant  to  Section  8.04  in  respect  of  the
outstanding  Securities  shall be held in trust and applied by the  Trustee,  in
accordance  with the provisions of such  Securities and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent (but not  including  the
Company  acting as its own Paying  Agent) as the Trustee may  determine,  to the
Holders of such Securities, of all sums due and to become due thereon in respect
of  principal,  premium,  if any,  and  interest  but  such  money  need  not be
segregated, from other funds except to the extent required by law.

     The Company  shall pay and  indemnify  the Trustee  against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 8.04 or the  principal  and interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of the Outstanding Securities.

     Anything in this  Article 8 to the  contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or U.S.  Government  Obligations  held by it as provided  in Section  8.04
which,  in the opinion of a nationally  recognized  firm of  independent  public
accountants approved by the trustee in the exercise of reasonable care expressed
in a written  certification  thereof delivered to the Trustee,  are in excess of
the amount  thereof  which would then be required to be  deposited  to effect an
equivalent Defeasance or Covenant Defeasance.

Section 8.06. Satisfaction and Discharge of Indenture.

     This  Indenture  shall upon Company  Request cease to be of further  effect
with respect to the Securities  specified in such Company  Request (except as to
rights of  registration of transfer or exchange of Securities  herein  expressly
provided for and the  obligation of the Company to pay any  Additional  Amounts,
and the  Trustee  on  receipt  of the  Company  Request,  at the  expense of the
Company,  shall  execute  proper  instruments  acknowledging   satisfaction  and
discharge of this Indenture, when:

     (a) either

     (i) all  Securities  theretofore  authenticated  and delivered  (other than
Securities which have been mutilated,  destroyed,  lost or stolen and which have
been  replaced as provided in Section  2.08 or paid) have been  delivered to the
Trustee for cancellation; or

     (ii) all such  Securities  not  theretofore  delivered  to the  Trustee for
cancellation:

          (A) have become due and payable, or

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

          (C) if  redeemable  at the option of the  Company are to be called for
     redemption within one year under  arrangements  satisfactory to the Trustee
     for the giving of notice of redemption  by the Trustee in the name,  and at
     the expense,  of the Company,  and the Company,  in the case of (A), (B) or
     (C) above,  has  deposited  or caused to be  deposited  with the Trustee as
     trust  funds in trust  for the  purpose  an  amount  sufficient  to pay and
     discharge  the  entire  indebtedness  on such  Securities  not  theretofore
     delivered to the Trustee for cancellation,  for principal, premium, if any,
     and  interest  to the date of such  deposit  (or in the case of  Securities
     which have become due and payable) or to the Stated  Maturity or Redemption
     Date, as the case may be;

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

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

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture  with
respect to the  Securities,  the obligations of the Company to the Trustee under
Section 7.07, if money shall have been  deposited  with the Trustee  pursuant to
subc1ause  (B) of clause (i) of this  Section,  the  obligations  of the Company
under Sections 2.07, 2.08, 2.11 and 4.02.

Section 8.07. Application of Trust Money.

     All  funds  and U.S.  Government  Obligations  deposited  with the  Trustee
pursuant  to  Article  Eight  shall  be held in  trust  and  applied  by it,  in
accordance with the provisions of the Securities for which such deposit was made
and this Indenture,  to the payment, either directly or through any Paying Agent
(but not  including  the Company  acting as its own Paying Agent) as the Trustee
may determine,  to the Persons entitled thereto,  of the principal,  premium, if
any, and interest for whose payment such money and U.S.  Government  Obligations
has  been  deposited  with  the  Trustee;  but such  money  and U.S.  Government
Obligations  need not be  segregated  from  other  funds  except  to the  extent
required by law.

Section 8.08. Repayment to Company.

     Subject to Section  8.05,  the Trustee and the Paying Agent shall  promptly
pay to the  Company  upon  request  any  excess  money held by them at any time.
Subject to the  provisions of  applicable  law, the Trustee and the Paying Agent
shall pay to the Company  upon request any money held by them for the payment of
principal,  premium,  if any, or interest that remains  unclaimed for two years;
provided,  however,  the Trustee or such Paying Agent  before being  required to
make any payment may at the expense of the Company cause to be published once in
a  newspaper  of  general  circulation  in The  City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that,
after a date specified  therein which shall be at least 30 days from the date of
such publication or mailing,  any unclaimed balance of such money then remaining
will be repaid to the Company.  After payment to the Company,  the Trustee shall
be  released  from  all  further  liability  with  respect  to  such  money  and
Securityholders  entitled  to money  must look to the  Company  for  payment  as
general creditors unless an applicable abandoned property law designates another
Person.

Section 8.09. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash, U.S. Government
Obligations  or the Required  Currency,  as the case may be, in accordance  with
this  Article 8 by reason of any legal  proceeding  or by reason of any order or
judgment  of any  court or  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  the Company's  obligations under this
Indenture  (with  respect to the  applicable  Series) and the  Securities of the
applicable  Series  shall be revived  and  reinstated  as though no deposit  had
occurred  until such time as the Trustee or Paying  Agent is  permitted to apply
all such cash, U.S.  Government  Obligations and Required Currency,  as the case
may be, in  accordance  with this  Article  8;  provided,  however,  that if the
Company or any of the Guarantors has made any payment of interest or premium, if
any,  on  or  principal  of  any   Securities  of  any  Series  because  of  the
reinstatement of its obligations, the Company or the Guarantors, as the case may
be,  shall be  subrogated  to the rights of the  Holders of such  Securities  to
receive such payment from the cash, U.S. Government  Obligations or the Required
Currency, as the case may be, held by the Trustee or Paying Agent.

                                    ARTICLE 9

                       Amendments, Supplements and Waivers

Section 9.01. Without Consent of Holders.

     The Company and the Guarantors,  when authorized by a Board Resolution, and
the Trustee may amend or  supplement  this  Indenture or the  Securities  of any
Series without notice to or consent of any Securityholder:

     (1) to cure any ambiguity, defect or inconsistency;

     (2) to comply with Article 5;

     (3) to provide for  uncertificated  Securities in addition to  certificated
Securities;

     (4) to secure the Securities in connection with Section 4.08;

     (5) to make any  change  that does not  adversely  affect the rights of any
Securityholder of such Series;

     (6) to provide for the issuance and the terms of any  particular  Series of
Securities and the Guarantees,  the rights and  obligations of the Company,  the
Guarantors and the Holders of the  Securities of such Series,  the form or forms
of the Securities of such Series and such other matters in connection  therewith
as the Board of Directors  of the Company and the  Guarantees  shall  authorize,
including,  without  limitation,  provisions  for (a)  additional  or  different
covenants,  restrictions or conditions applicable to such Series, (b) additional
or  different  Events of  Default in  respect  of such  Series,  (c) a longer or
shorter period of grace and/or notice in respect of any provision  applicable to
such Series than is provided in Section 6.01,  (d) immediate  enforcement of any
Event of Default in respect of such Series or (e) limitations  upon the remedies
available  in respect of any Events of Default in respect of such Series or upon
the rights of the holders of  Securities  of such Series to waive any such Event
of Default; provided, that this paragraph (6) shall not be deemed to require the
execution of a supplemental  indenture to provide for the issuance of any Series
of  Securities  unless  the  same  shall  be  provided  for in  the  Authorizing
Resolutions relating thereto; or

     (7) to provide for a separate Trustee for one or more Series.

Section 9.02. With Consent of Holders.

     Subject to  Section  6.07,  with the  written  consent of the  Holders of a
majority  in  principal  amount  of the  outstanding  Securities  of all  Series
affected  thereby  (voting as a single class),  the Company and the  Guarantors,
when authorized by a Board  Resolution,  and the Trustee may amend or supplement
this Indenture or such Securities without notice to any Securityholder.  Subject
to  Section  6.07,  the  Holders  of a  majority  in  principal  amount  of  the
outstanding Securities of all Series affected thereby (voting as a single class)
may waive  compliance  by the Company and the  Guarantors  with any provision of
this  Indenture  or  such  Securities  without  notice  to  any  Securityholder;
provided,  that,  only the  Holders of a  majority  in  principal  amount of the
outstanding  Securities  of a  particular  Series  may waive  compliance  with a
provision  of  this   Indenture  or  the   Securities   of  such  Series  having
applicability  solely to such  Series.  However,  without  the  consent  of each
Securityholder affected, an amendment,  supplement or waiver, including a waiver
pursuant to Section 6.04, may not:

     (1) reduce the amount of Securities of such Series or all Series (voting as
a single class), as the case may be, whose Holders must consent to an amendment,
supplement or waiver;

     (2) reduce the rate (or  change the manner of  calculation  of the rate) or
change the Stated Maturity for payment of interest on any Security;

     (3) reduce the  principal  of or any premium  payable at Maturity or change
the Stated Maturity for payment of the principal of any Security;

     (4) waive a Default in the payment of the principal of or premium,  if any,
or interest on any Security;

     (5) make any changes in Section  6.04,  6.07 or the third  sentence of this
Section 9.02;

     (6) make any Security  payable in a currency  other than that stated in the
Security;

     (7) impair  the  Holders'  right to  institute  suit to enforce  payment in
respect of the Securities on or after the due date for such payment; or

     (8) release any Guarantor from its obligations under its Guarantee.

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

     It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment,  supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.

     After an  amendment,  supplement  or  waiver  under  this  Section  becomes
effective,  the  Company  shall mail to the  Holders  affected  thereby a notice
briefly  describing  the  amendment,  supplement  or waiver.  Any failure of the
Company to mail such notice, or any defect therein,  shall not, however,  in any
way impair or affect the validity of any such supplemental indenture.

Section 9.03. Compliance with Trust Indenture Act.

     Every amendment to or supplement of this Indenture or the Securities  shall
comply with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

     Until an amendment or waiver becomes effective, a consent to it by a Holder
is a  continuing  consent  by the  Holder  and every  subsequent  Holder of such
Security  or  portion  of such  Security  that  evidences  the same  debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security.  However,  any such Holder or subsequent  Holder may revoke in writing
the consent as to his Security or portion of a Security.  Such revocation  shall
be  effective  only if the Trustee  receives  the written  notice of  revocation
before the date the amendment, supplement or waiver becomes effective.

     The Company may,  but shall not be obligated  to, fix a record date for the
purpose of  determining  the  Holders  entitled  to  consent  to any  amendment,
supplement  or  waiver  which  shall  be at least  30 days  prior  to the  first
solicitation of such consent.  If a record date is fixed,  then  notwithstanding
the last two sentences of the immediately preceding paragraph, those Persons who
were Holders at such record date (or their duly  designated  proxies),  and only
those  Persons,  shall be entitled to consent to such  amendment,  supplement or
waiver or to revoke any consent  previously  given,  whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

     After an amendment,  supplement or waiver becomes effective,  it shall bind
every Holder of a Security of such Series, unless it makes a change described in
any of clauses  (1)  through (6) of Section  9.02.  In that case the  amendment,
supplement  or waiver shall bind each Holder of a Security who has  consented to
it and every  subsequent  Holder of a Security  or portion of a Security  of the
same Series that evidences the same debt as the consenting Holder's Security.

Section 9.05. Notation On or Exchange of Securities.

     If an amendment,  supplement  or waiver  changes the terms of a Security or
Guarantee,  the Trustee may require the Holder of the  Security to deliver it to
the Trustee.  The Trustee may place an appropriate  notation on the Security and
Guarantee about the changed terms and return it to the Holder. Alternatively, if
the  Company or the  Trustee so  determines,  the  Company in  exchange  for the
Security  shall issue and the Trustee shall  authenticate  a new Security of the
same Series that reflects the changed terms.

Section 9.06. Trustee to Sign Amendments, etc.

     The Trustee shall be entitled to receive,  and shall be fully  protected in
relying upon, an Officers'  Certificate  and an Opinion of Counsel  stating that
the execution of any amendment, supplement or waiver authorized pursuant to this
Article 9 is  authorized  or permitted by this  Indenture.  The Trustee may, but
shall not be obligated  to,  execute any such  amendment,  supplement  or waiver
which  affects  the  Trustee's  own  rights,  duties or  immunities  under  this
Indenture or otherwise.

                                   ARTICLE 10

                             Guarantee of Securities

Section 10.01. Unconditional Guarantee.

     For  good  and   valuable   consideration   receipt   of  which  is  hereby
acknowledged,  and intending to be legally bound hereby,  the Guarantors  hereby
unconditionally and jointly and severally guarantee to each Holder of a Security
of any series,  authenticated  and  delivered  by the  Trustee,  upon which this
guarantee (the  "Guarantee")  is endorsed,  the due and punctual  payment of the
principal of, sinking fund payment,  if any,  premium,  if any, and interest on,
and any  Redemption  Price with respect to such  Security,  when and as the same
shall become due and payable,  whether at Stated Maturity,  upon acceleration or
redemption  or otherwise,  in accordance  with the terms of such Security and of
this Indenture.

     The Guarantors  agree to determine,  at least one Business Day prior to the
date upon  which a payment  of  principal  of,  sinking  fund  payment,  if any,
premium,  if any, and interest on said Security,  and any Redemption  Price with
respect to such Security, is due and payable,  whether the Company has available
the funds to make such payment as the same shall become due and payable. In case
of the failure of the Company to punctually  pay any such  principal of, sinking
fund payment, if any, premium, if any, and interest on, and any Redemption Price
with respect to, such  Security,  the Guarantor  hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at Stated Maturity, upon acceleration or redemption,  or otherwise,  and
as if such payment were made by the Company.

     The Guarantors  hereby agree that their  obligations  hereunder shall be as
principal and not merely as surety, and shall be unconditional, irrevocable, and
absolute,   irrespective  of,  and  shall  be  unaffected  by,  any  invalidity,
irregularity,  or  unenforceability  of such  Security  or such  Indenture,  any
failure to enforce the  provisions  of such Security or such  Indenture,  or any
waiver, modification,  consent or indulgence granted to the Company with respect
thereto  (unless  the same shall also be  provided  to the  Guarantors),  by the
Holder of such Security or the Trustee with respect to any  provisions  thereof,
the  recovery of any  judgment  against the Company or any action to enforce the
same,  or any other  circumstance  which might  otherwise  constitute a legal or
equitable  discharge  or defense of a surety or of a guarantor.  The  Guarantors
hereby waive diligence,  presentment, demand of payment, filing of claims with a
court in the event of merger, insolvency or bankruptcy of the Company, any right
to require a  proceeding  first  against  the  Company,  protest or notice  with
respect to any such  Security or the  indebtedness  evidenced  thereby,  and all
demands  whatsoever and covenants that no Guarantee will be discharged except by
payment in full of the  principal,  premium,  if any,  and  interest on, and any
Redemption Price with respect to, the Securities and the complete performance of
the obligations contained in such Security, the Guarantee and this Indenture.

     The  Guarantors  shall be  subrogated  to all  rights of the  Holder of any
Security  against the  Company in respect of all amounts  paid to such Holder by
the Guarantors pursuant to the provisions of the Guarantee;  provided,  however,
that the Guarantors  shall not, without the consent of the Holders of all of the
Securities then  outstanding,  be entitled to enforce or to receive any payments
arising out of or based upon such right of  subrogation  until the principal of,
premium,  if any, and interest on, and any Redemption  Price with respect to all
Securities  shall  have been paid in full or  payment  thereof  shall  have been
provided  for and all other  obligations  contained in the  Securities  and this
Indenture  shall  have  been  performed.  If any  amount  shall  be  paid to any
Guarantor  in  violation of the  preceding  sentence and all amounts  payable in
respect of the Securities shall not have been paid in full, such amount shall be
deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Holders,  and shall forthwith be paid to the Trustee for
the benefit of the Holders to be credited  and applied upon such  amounts.  Each
Guarantor  acknowledges  that it will receive direct and indirect  benefits from
the issuance of the Securities pursuant to this Indenture.

     Notwithstanding anything to the contrary contained herein, if following any
payment of principal, premium, if any, sinking fund payment, Redemption Price or
interest by the Company on the Securities to the Holders of the Securities it is
determined by a final  decision of a court of competent  jurisdiction  that such
payment   shall  be  avoided  by  a  trustee  in   bankruptcy   (including   any
debtor-in-possession)  as a  preference  under 11  U.S.C.  Section  547 and such
payment is returned by such Holder to such  trustee in  bankruptcy,  then and to
the extent of such repayment,  the obligations of the Guarantors hereunder shall
remain in full force and effect.

     Notwithstanding  anything to the contrary contained herein,  each Guarantee
shall be, and hereby is, limited to the maximum amount that can be guaranteed by
the applicable Guarantor without rendering such Guarantee, as it relates to such
Guarantor,  voidable under any applicable law relating to fraudulent conveyance,
fraudulent transfer or similar laws affecting the rights of creditors generally.

     The  Guarantee set forth in this Article is intended for the benefit of the
Trustee and each of the Holders of Securities  and shall be  enforceable by such
Trustee and such Holders.

     The  Guarantee  set forth in this Article  shall be governed by the laws of
the State of Indiana.

Section 10.02.  Disposition of a Guarantor.

     Anything herein to the contrary notwithstanding,  if the Company transfers,
or causes the transfer of, all or substantially  all of the voting capital stock
or assets of any Guarantor to any Person other than the Company, or a Subsidiary
of the Company (including a Guarantor) whether by merger, consolidation, sale or
other  transfer  (the  "Transfer"),  all  obligations  and  liabilities  of such
Guarantor  under this Indenture  shall  terminate upon the  consummation of such
Transfer and the Guarantor  shall have no further  liability or obligation  with
respect hereto provided that:

     (1) the  Guarantor  shall have  fully  repaid to the  Company  prior to, or
simultaneously  with, the  consummation of the Transfer all of the  Indebtedness
owing to the  Company  (including  principal,  sinking  fund  payments,  if any,
interest accrued to the date of consummation of the Transfer,  premium,  if any,
thereon  and  any  other   amounts  due  and  payable   with   respect  to  such
Indebtedness);

     (2)  Standard & Poor's  Ratings  Service has  confirmed  that the long term
credit rating of the Company will not fall below BBB- (or the  equivalent)  as a
result of the Transfer and Moody's  Investors  Service,  Inc. has  confirmed the
long  term  credit  rating  of the  Company  will  not fall  below  Baa3 (or its
equivalent) as a result of the Transfer; and

     (3)  immediately  before  and  immediately  after  giving  effect  to  such
transaction  no Event of Default and no Default with  respect to the  Securities
shall have occurred and be continuing.

Section 10.03. Execution of Guarantee

     To evidence their Guarantee to the Holders  specified in Section 10.01, the
Guarantors hereby agree to execute the Guarantee in substantially the form above
recited,  to be endorsed on each  Security  authenticated  and  delivered by the
Trustee.  Each such Guarantee shall be executed on behalf of the Guarantors in a
manner identical to that prescribed in Section 2.03 of the Indenture relating to
the execution,  authentication,  delivery and dating of such Securities prior to
the authentication of the Security on which it is endorsed,  and the delivery of
such Security by the Trustee, after the authentication thereof hereunder,  shall
constitute due delivery of such Guarantee on behalf of the Guarantors.

     The  Guarantee  set  forth in this  Article  shall  not be valid or  become
obligatory for any purpose with respect to a Security  until the  certificate of
authentication on such Security shall have been signed by the Trustee.

     The  Issuer  mmay  elect in its sole  discretion  to cause  any  subsequent
Subsidiary  of the  Issuer to fully and  unconditionally  guarantee  the due and
punctual  payment of the principal of, premium,  if any, and interest on and any
other amounts  payable under the  Securities,  when and if the same shall become
due and payable, whether at the Stated Maturity, by declaration of acceleration,
upon redemption,  or otherwise, by execution of an indenture supplemental hereto
that  adds  such  Subsidiary  as a  subsequent  Guarantor  (each  a  "Subsequent
Guarantor").

     Anything  herein  to  the  contrary  notwithstanding,  by  execution  of  a
supplemental indenture by any Subsequent Guarantor and subject to Section 10.02,
the Guarantee of each Guarantor in respect of such Securities shall be set forth
in Section 10.01 and shall be effective for all purposes upon  authentication of
such  Security  by or on behalf  of the  Trustee,  regardless  of  whether  such
authentication  occurs  prior  to a  Subsequent  Guarantor's  execution  of  the
required supplemental indenture.


                                   ARTICLE 11

                                  Miscellaneous

Section 11.01. Trust Indenture Act Controls.

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

Section 11.02. Notices.

     Any notice or communication  shall be sufficiently  given if in writing and
delivered in Person or mailed by first-class mail addressed as follows:

         if to the Company:

                           Vectren Utility Holdings, Inc.
                           20 N.W. Fourth Street
                           Evansville, IN 47708
                           Attention:

         if to the Guarantors:

                           Indiana Gas Company, Inc.
                           20 N.W. Fourth Street
                           Evansville, IN 47708
                           Attention:

                           Southern Indiana Gas and Electric Company
                           20 N.W. Fourth Street
                           Evansville, IN 47708 Attention:

                           Vectren Energy Delivery of Ohio, Inc.
                           20 N.W. Fourth Street
                           Evansville, IN 47708
                           Attention:

         if to the Trustee:

                           U.S. Bank Trust National Association
                           180 East Fifth Street, Suite 200
                           St. Paul, Minnesota  55101
                           Attention:  Richard Prokosch


     The Company,  any of the  Guarantors or the Trustee by notice to the others
may  designate  additional  or different  addresses  for  subsequent  notices or
communications.

     Any notice or communication  mailed to a Securityholder  shall be mailed to
him at his  address  as it  appears  on  the  Security  Register  and  shall  be
sufficiently given to him if so mailed within the time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its  sufficiency  with respect to other  Securityholders.
Except for a notice to the Trustee, which is deemed given only when received, if
a notice or  communication  is mailed in the manner  provided  above, it is duly
given, whether or not the addressee receives it.

Section 11.03. Communications by Holders With Other Holders.

     Securityholders  may  communicate  pursuant  to TIA (S)  312(b)  with other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities of an applicable  Series. The Company,  the Guarantors,  the Trustee,
the Registrar and any other Person shall have the  protection of Section  312(c)
of the TIA.

Section 11.04. Certificate and Opinion as to Conditions Precedent.

     Upon any request or  application  by the Company or the  Guarantors  to the
Trustee to take any action under this  Indenture,  the Company  shall furnish to
the Trustee:

     (1) an Officers'  Certificate  stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     (2) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

Section 11.05. Statements Required in Certificate or Opinion.

     Each  certificate or opinion with respect to compliance with a condition or
covenant  provided for in this Indenture,  other than the Officers'  Certificate
required by Section 4.05, shall include:

     (1) a statement that the Person making such certificate or opinion has read
such covenant or condition;

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

     (3) a  statement  that,  in the  opinion of such  Person,  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

     (4) a statement as to whether or not, in the opinion of such  Person,  such
condition or covenant  has been  complied  with;  provided,  however,  that with
respect  to matters  of fact an  Opinion  of  Counsel  may rely on an  Officers'
Certificate or certificates of public officials.

Section 11.06. Rules by Trustee, Paying Agent, Registrar.

     The  Trustee  may make  reasonable  rules for  action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

Section 11.07. Legal Holidays.

     A  "Legal  Holiday"  is a  Saturday,  a Sunday  or a day on  which  banking
institutions  in New York,  New York are not  required to be open.  If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next  succeeding day that is not a Legal  Holiday,  and no interest shall
accrue for the intervening  period. The foregoing may be modified and amended in
or pursuant  to the  Authorizing  Resolutions  and/or a  supplemental  indenture
relating to the execution of the Securities of any Series.

Section 11.08. Governing Law.

     THE LAWS OF THE  STATE OF  INDIANA  SHALL  GOVERN  THIS  INDENTURE  AND THE
SECURITIES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 Section 11.09. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company, the Guarantors or any of their Subsidiaries.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.10. No Recourse Against Others.

     A director,  officer,  employee or stockholder,  as such, of the Company or
any of the  Guarantors  shall not have any liability for any  obligations of the
Company or any of the  Guarantors  under the  Securities or the Indenture or for
any claim  based on, in  respect  of or by reason of such  obligations  or their
creation.  Each  Securityholder  by accepting a Security waives and releases all
such liability.

Section 11.11. Successors.

     All  agreements of the Company and the Guarantors in this Indenture and the
Securities  shall bind its  successor.  All  agreements  of the  Trustee in this
Indenture shall bind its successor.

Section 11.12. Duplicate Originals.

     The  parties may sign any number of copies of this  Indenture.  Each signed
copy  shall  be an  original,  but  all of  them  together  represent  the  same
agreement.

Section 11.13. Separability.

     In case any  provision  in this  Indenture  or in the  Securities  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining  provisions shall not in any way be affected or impaired  thereby,
and a Holder shall have no claim therefor against any party hereto.

Section 11.14. Action  of  Holders  when   Securities  are  Denominated  in
               Different Currencies.

     Whenever any action is to be taken  hereunder by the Holders of two or more
Series of Securities denominated in different currencies, then, for the purposes
of  determining  the principal  amount of Securities  held by such Holders,  the
aggregate  principal  amount of the  Securities  denominated in a currency other
than United  States  dollars  shall be deemed to be that amount of United States
dollars  that could be obtained  for such  principal  amount on the basis of the
spot rate of exchange for such  currency as  determined  by the Company or by an
authorized  exchange  rate agent and  evidenced  to the Trustee by an  Officers'
Certificate  as of the date the  taking  of such  action by the  Holders  of the
requisite  percentage in principal  amount of the Securities is evidenced to the
Trustee.  An exchange  rate agent may be  authorized  in advance or from time to
time  by the  Company,  and  may be the  Trustee  or  its  Affiliate.  Any  such
determination  by the  Company  or by any  such  exchange  rate  agent  shall be
conclusive  and binding on all Holders and the Trustee,  and neither the Company
nor such  exchange  rate agent  shall be liable  therefor  in the absence of bad
faith.

Section 11.15. Monies of Different Currencies to be Segregated.

     The Trustee shall segregate monies, funds, and accounts held by the Trustee
hereunder  in one  currency  from any  monies,  funds or  accounts  in any other
currencies,  notwithstanding  any provision  herein which would otherwise permit
the Trustee to commingle such amounts.

Section 11.16. Payment to be in Proper Currency.

     Each reference in any Security,  or in the Authorizing  Resolutions  and/or
supplemental  indenture,  if any, relating thereto,  to any currency shall be of
the  essence.  In the case of any  Security  denominated  in any  currency  (the
"Required  Currency")  other than United  States  dollars,  except as  otherwise
provided therein or in the related  Authorizing  Resolutions and/or supplemental
indenture,  if any,  the  obligation  of the  Company  to make  any  payment  of
principal of,  premium,  if any, 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.  The costs and risks of any such exchange,  including without
limitations, 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. The Company hereby waives
any defense of payment  based upon any such  tender or recovery  which is not in
the 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.


<PAGE>


                                   SIGNATURES

     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 date first written above.

                                     Vectren Utility Holdings, Inc., as Issuer




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

Attest:_________________________


                                     Indiana Gas Company, Inc., as Guarantor




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

Attest:_________________________

                                     Southern Indiana Gas And Electric
                                          Company,  as Guarantor




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

Attest:_________________________


                                     Vectren Energy Delivery of Ohio, Inc.,
                                         as Guarantor




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

Attest:_________________________


                                     U.S. Bank Trust National Association,
                                          as Trustee




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

Attest:_________________________