EXHIBIT 4.1








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                    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

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



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<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............................28

 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..........................................31
   Section 6.06. Limitation on Suits..........................................31
   Section 6.07. Rights of Holders to Receive Payment.........................31
   Section 6.08. Collection Suit by Trustee...................................32
   Section 6.09. Trustee May File Proofs of Claim.............................32
   Section 6.10. Priorities...................................................32
   Section 6.11. Undertaking for Costs........................................33

 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................................36
   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................................38
   Section 7.11. Preferential Collection of Claims Against Company............38

 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......................................49
   Section 10.03. Execution of Guarantee......................................44

 ARTICLE   11     Miscellaneous...............................................50
   Section 11.01. Trust Indenture Act Controls................................50
   Section 11.02. Notices.....................................................50
   Section 11.03. Communications by Holders With Other Holders................51
   Section 11.04. Certificate and Opinion as to Conditions Precedent..........51
   Section 11.05. Statements Required in Certificate or Opinion...............51
   Section 11.06. Rules by Trustee, Paying Agent, Registrar...................52
   Section 11.07. Legal Holidays..............................................52
   Section 11.08. Governing Law...............................................52
   Section 11.09. No Adverse Interpretation of Other Agreements...............52
   Section 11.10. No Recourse Against Others..................................52
   Section 11.11. Successors..................................................52
   Section 11.12. Duplicate Originals.........................................53
   Section 11.13. Separability................................................53
   Section 11.14. Action of Holders when Securities are Denominated in
                        Different Currencies..................................53
   Section 11.15. Monies of Different Currencies to be Segregated.............53
   Section 11.16. Payment to be in Proper Currency............................53

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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 of the Company or the Guarantors, as
applicable,   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.

          "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, 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 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.

          "Transfer" shall have the meaning provided in Section 10.02.

          "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 8.04.

          "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 relevant 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.

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

Section 3A.06. Deposit of Redemption Price.

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as provided  in Section  2.05) an amount of
money  sufficient to pay the Redemption  Price of, and (except if the Redemption
Date  shall be an  Interest  Payment  Date,  unless  otherwise  specified  in or
pursuant  to  the  Authorizing  Resolutions  or in  the  supplemental  indenture
executed in connection with the particular  Series) any accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.

Section 3A.07. Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price thereof and from and after such date (unless the Company shall
default in the  payment  of the  Redemption  Price and  accrued  interest)  such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption  in accordance  with said notice such  Security  shall be paid by the
Company  at  the  Redemption  Price,  together  with  accrued  interest  to  the
Redemption Date;  provided,  however,  that,  unless  otherwise  specified in or
pursuant to the Authorizing  Resolutions  and/or in the  supplemental  indenture
executed in connection  with the  particular  Series,  installments  of interest
whose Stated  Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such  Securities  registered  as such on the relevant  Regular or
Special Record Date according to their terms and the provisions of such Security
and Section 2.13.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender  thereof  for  redemption,  the  principal  shall,  until paid or duly
provided for, bear  interest from the  Redemption  Date at the rate borne by the
Security or, in the case of Original Issue Discount Securities,  at a rate equal
to the Yield to Maturity thereof.

 Section 3A.08. Securities Redeemed in Part.

          Any Security which is to be redeemed only in part shall be surrendered
at the office or agency of the Company  maintained for that purpose  pursuant to
Section 4.02 (with,  if the Company or the Trustee so requires,  due endorsement
by, or a written  instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing),  and the Company shall  execute and the Trustee shall  authenticate
and  deliver to the  Holder of such  Security,  without  service  charge,  a new
Security or Securities of the same Series,  with Guarantees endorsed thereon and
executed by the Guarantors,  of any authorized denomination as requested by such
Holder in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

                                   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, 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, as the case may be, 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.

          Except as shall  otherwise be permitted with respect to a Guarantor in
accordance  with Section 10.02,  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 or a Guarantor,
as the case may be,  (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.

          This  Section  4.09  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.


                                    ARTICLE 5

                              Successor Corporation

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

          Except as shall  otherwise be permitted with respect to a Guarantor in
accordance with Section 10.02, 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 which
remains unstayed and in effect for 60 days 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,

          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; or

          (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.

          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 if the Holders of at
least  25%  in  principal   amount  of  such  Securities  of  such  Series  then
outstanding,  by notice to the Company  and the Trustee so request,  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  Securities  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  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.  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 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,  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
subclause (ii) of clause (a) of this Section, and the obligations of the Company
under Sections 2.07,  2.08,  2.11 and 4.02 shall survive such  satisfaction  and
discharge.

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  Guarantors  hereby agree 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  properties  and assets of any Guarantor as an entirety 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  and the  Guarantee  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 and the other
Guarantors  prior to, or  simultaneously  with, the consummation of the Transfer
all of the Indebtedness owing to the Company or the other Guarantors  (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 (or an equivalent rating agency)
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. (or an  equivalent  rating  agency) 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.
f
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 may elect in its sole  discretion  to cause any  subsequent
Subsidiary  of the Company 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");  provided,  however, that if a subsequent Subsidiary of the Company
guarantees other Indebtedness of the Company, such subsequent Subsidiary will be
required to be a Subsequent Guarantor.

          Anything herein to the contrary not withstanding,  by the execution of
a  supplemental  indenture by any  Subsequent  Guarantor  and subject to Section
10.02 , the Guarantee of each such 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:  Secretary

          if to the Guarantors:

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

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

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

          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:
       -------------------------