EXHIBIT 10.24.1


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                            ELECTRIC LIGHTWAVE, INC.,


                                       To


                                 CITIBANK N.A.,
                                     Trustee



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


                                    INDENTURE

                           Dated as of April 15, 1999



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





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<PAGE>

                                TABLE OF CONTENTS
                                                                           Page


                                    ARTICLE I

             Definitions and Other Provisions of General Application

Section 101.      Definitions..................................................1
Section 102.      Compliance Certificates and Opinions.........................6
Section 103.      Form of Documents Delivered to Trustee.......................7
Section 104.      Acts of Holders..............................................7
Section 105.      Notices, Etc., to Trustee or Company.........................8
Section 106.      Notice to Holders; Waiver....................................8
Section 107.      Conflict with Trust Indenture Act............................9
Section 108.      Effect of Headings and Table of Contents.....................9
Section 109.      Successors and Assigns.......................................9
Section 110.      Separability Clause..........................................9
Section 111.      Benefits of Indenture........................................9
Section 112.      Governing Law................................................9
Section 113.      Legal Holidays...............................................9


                                   ARTICLE II

                                 Security Forms

Section 201.      Forms Generally.............................................10
Section 202.      Form of Face of Security....................................10
Section 203.      Form of Reverse of Security.................................12
Section 204.      Form of Trustee's Certificate of Authentication.............14


                                   ARTICLE III

                                 The Securities

Section 301.      Amount Unlimited; Issuable in Series........................15
Section 302.      Denominations...............................................17
Section 303.      Execution, Authentication, Delivery and Dating..............17
Section 304.      Temporary Securities........................................19
Section 305.      Registration, Registration of Transfer and Exchange.........19
Section 306.      Mutilated, Destroyed, Lost and Stolen Securities............20
Section 307.      Payment of Interest; Interest Rights Preserved..............21
Section 308.      Persons Deemed Owners.......................................22
Section 309.      Cancellation................................................22
Section 310.      Computation of Interest.....................................23
Section 311.      Book-Entry Securities.......................................23

<PAGE>

                                   ARTICLE IV

                           Satisfaction and Discharge

Section 401.      Satisfaction and Discharge of Indenture.....................24
Section 402.      Application of Trust Money..................................25


                                    ARTICLE V

                                    Remedies

Section 501.      Events of Default...........................................26
Section 502.      Acceleration of Maturity; Rescission and Annulment..........27
Section 503.      Collection of Indebtedness and Suits for Enforcement
                    by Trustee................................................28
Section 504.      Trustee May File Proofs of Claim............................29
Section 505.      Trustee May Enforce Claims Without Possession of Securities.29
Section 506.      Application of Money Collected..............................30
Section 507.      Limitation on Suits.........................................30
Section 508.      Unconditional Right of Holders to Receive Principal,
                    Premium and Interest......................................30
Section 509.      Restoration of Rights and Remedies..........................31
Section 510.      Rights and Remedies Cumulative..............................31
Section 511.      Delay or Omission Not Waiver................................31
Section 512.      Control by Holders..........................................31
Section 513.      Waiver of Past Defaults.....................................31
Section 514.      Undertaking for Costs.......................................32
Section 515.      Waiver of Stay or Extension Laws............................32


                                   ARTICLE VI

                                   The Trustee

Section 601.      Certain Duties and Responsibilities.........................32
Section 602.      Notice of Defaults..........................................33
Section 603.      Certain Rights of Trustee...................................33
Section 604.      Not Responsible for Recitals or Issuance of Securities......34
Section 605.      May Hold Securities.........................................34
Section 606.      Money Held in Trust.........................................34
Section 607.      Compensation and Reimbursement..............................34
Section 608.      Disqualification; Conflicting Interests.....................35
Section 609.      Corporate Trustee Required; Eligibility.....................35
Section 610.      Resignation and Removal; Appointment of Successor...........35
Section 611.      Acceptance of Appointment by Successor......................36
Section 612.      Merger, Conversion, Consolidation or Succession to Business.37
Section 613.      Preferential Collection of Claim Against Company............38
Section 614.      Appointment of Authenticating Agent.........................38


                                      -ii-


                                   ARTICLE VII

                Holders'Lists and Reports by Trustee and Company

Section 701.      Company to Furnish Trustee Names and Addresses of Holders...39
Section 702.      Preservation of Information; Communications to Holders......39
Section 703.      Reports by Trustee..........................................40
Section 704.      Reports by Company..........................................40


                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.      Company May Consolidate, Etc, Only on Certain Terms.........40
Section 802.      Successor Substituted.......................................41


                                   ARTICLE IX

                             Supplemental Indentures

Section 901.      Supplemental Indentures Without Consent of Holders..........42
Section 902.      Supplemental Indentures with Consent of Holders.............43
Section 903.      Execution of Supplemental Indentures........................44
Section 904.      Effect of Supplemental Indentures...........................44
Section 905.      Conformity with Trust Indenture Act.........................44
Section 906.      Reference in Securities to Supplemental Indentures..........44


                                    ARTICLE X

                                    Covenants

Section 1001.     Payment of Principal, Premium and Interest..................45
Section 1002.     Maintenance of Office or Agency.............................45
Section 1003.     Money for Securities Payments to Be Held in Trust...........45
Section 1004.     Corporate Existence.........................................46
Section 1005.     Waiver of Certain Covenants.................................46
Section 1006.     Certificate to Trustee......................................47


                                   ARTICLE XI

                            Redemption of Securities

Section 1101.     Applicability of Article....................................47
Section 1102.     Election to Redeem; Notice to Trustee.......................47
Section 1103.     Selection by Trustee of Securities to Be Redeemed...........47
Section 1104.     Notice of Redemption........................................48
Section 1105.     Deposit of Redemption Price.................................49
Section 1106.     Securities Payable on Redemption Date.......................49
Section 1107.     Securities Redeemed in Part.................................49

                                     -iii-
<PAGE>

                                   ARTICLE XII

                                  Sinking Funds

Section 1201.     Applicability of Article....................................49
Section 1202.     Satisfaction of Sinking Fund Payments with Securities.......50
Section 1203.     Redemption of Securities for Sinking Fund...................50


                                  ARTICLE XIII

                       Defeasance and Covenant Defeasance

Section 1301.     Applicability of Article; Company's Option to
                     Effect Defeasance or Covenant Defeasance.................50
Section 1302.     Defeasance Within One Year of Payment.......................50
Section 1303.     Defeasance..................................................51
Section 1304.     Covenant Defeasance.........................................52
Section 1305.     Application of Trust Money..................................53
Section 1306.     Repayment to Company........................................54


                                   ARTICLE XIV

         Immunity of Incorporators, Shareholders, Officers and Directors

Section 1401.     Indenture and Securities Solely Corporate Obligations.......54


                                      -iv-

<PAGE>


                            ELECTRIC LIGHTWAVE, INC.

         Reconciliation  and  tie  between  Trust  Indenture  Act  of  1939  and
Indenture, dated as of August 15, 1991.
<TABLE>
<CAPTION>

Trust Indenture                                                Indenture Section
Act Section

<S> <C>                                                        <C>
ss. 310(a)(1)................................................................609
     (a)(2)..................................................................609
     (a)(3).......................................................Not applicable
     (a)(4).......................................................Not Applicable
     (a)(5)..................................................................609
     (b) ................................................................608,610
ss. 311(a)...................................................................613
     (b).....................................................................613
ss. 312(a)............................................................701,702(a)
     (b) .................................................................702(b)
     (c) .................................................................702(c)
ss. 313(a)................................................................703(a)
     (b) .................................................................703(a)
     (c) .................................................................703(a)
     (d) .................................................................703(b)
ss. 314(a)...................................................................704
     (b) .........................................................Not Applicable
     (c)(1)..................................................................102
     (c)(2)..................................................................102
     (c)(3).......................................................Not applicable
     (d)..........................................................Not applicable
     (e).....................................................................102
ss. 315(a)...................................................................601
     (b)..............................................................602,703(a)
     (c).....................................................................601
     (d)(1)..................................................................601
     (e).....................................................................514
ss. 316(a)...................................................................101
     (a)(1)(A)...........................................................502,512
     (a)(1)(B)...........................................................502,513
     (a)(2).......................................................Not Applicable
     (b).....................................................................508
     (c) .................................................................104(c)
ss. 317(a)(1)................................................................503
     (a)(2)..................................................................504
     (b)....................................................................1003
ss. 318(a)...................................................................107


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

</TABLE>



                                      -v-
<PAGE>





     INDENTURE,  dated as of April 15, 1999,  from ELECTRIC  LIGHTWAVE,  INC., a
corporation  duly organized and existing under the laws of the State of Delaware
(herein called the "Company"),  having its principal  administrative  offices at
4400 NE 77th Avenue,  Vancouver,  WA 98662, to CITIBANK N.A., a New York banking
corporation,  as Trustee  (herein  called the  "Trustee"),  having its principal
corporate  trust office at 111 Wall  Street,  5th Floor,  Zone 2, New York,  New
York, 10005.

                             RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Indenture to provide for the issuance from time to time of its  unsecured  notes
or other  evidences of  indebtedness  (herein  called the  "Securities"),  to be
issued in one or more series as in this Indenture provided.

     All  things  necessary  to make this  Indenture  a valid  agreement  of the
Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                    ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.  For all purposes of this  Indenture,  except as
otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

     "Act",  when used with respect to any Holder,  has the meaning specified in
Section 104.
<PAGE>

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

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

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

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

     "Book-Entry  Security" means any Security  registered in the name of CEDE &
Co., as nominee of DTC, or any successor to CEDE and Co. and/or DTC.

     "Business Day" means each Monday, Tuesday, Wednesday,  Thursday and Friday,
which is not a day on which  banking  institutions  in the  principal  places of
business of the Company and the Trustee are  authorized  or  obligated by law or
executive order to close.

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

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

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

     "Corporate  Trust  Office"  means the office of the Trustee at which at any
particular time its corporate trust business shall be principally  administered,
which office,  as at the date of this Indenture,  is located at 111 Wall Street,
5th Floor, Zone 2, New York, New York, 10005.

     The term "corporation" includes corporations,  associations,  companies and
business trusts.

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

                                      -2-
<PAGE>

     The terms "defeasance" and "covenant defeasance" bear the meanings assigned
to such terms, by Sections 1302, 1303 and 1304.

     "DTC" means the securities  depository,  The Depository Trust Company,  New
York, New York, and any successor.

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

     "Fiscal  Year" means with  respect to the  Company,  the fiscal year ending
December 31 of each year or such other date as the Company may hereafter  elect,
and with  respect  to any  other  Person,  the  calendar  year or  other  annual
accounting period of the Person in question.

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

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

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

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

     "Letter of  Representation",  with respect to the Securities of any series,
means that  certain  agreement  by and among the  Company,  the  Trustee and DTC
setting  forth the rights and duties of DTC and its nominee to act as depository
and registered owner, with respect to such Securities.

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

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

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

     "Original Issue Discount Security" means any Security which provides for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

                                      -3-
<PAGE>

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

          (ii) Securities for whose payment or redemption  money (or in the case
     of payment by defeasance  under Section 1302,  1303 and 1304,  money,  U.S.
     Government   obligations  or  both)  in  the  necessary   amount  has  been
     theretofore  deposited with the Trustee or any Paying Agent (other than the
     Company) in trust or set aside and  segregated  in trust by the Company (if
     the  Company  shall act as its own Paying  Agent)  for the  Holders of such
     Securities; 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 and provided further, in
     the case of payment by defeasance  under Section 1302,  1303 and 1304, that
     all  conditions  precedent to the  application  of such Sections shall have
     been satisfied; and

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

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount  of an  Original  Issue  Discount  Security  that  shall be  deemed to be
Outstanding  shall be the amount of the principal  thereof that would be due and
payable as of the date of such  determination  upon acceleration of the Maturity
thereof  pursuant  to  Section  502,  (ii) the  principal  amount of a  Security
denominated  in a  foreign  currency  or  currencies  shall be the  U.S.  dollar
equivalent, determined on the date of original issuance of such Security, of the
principal  amount (or, in the case of an Original Issue Discount  Security,  the
U.S. dollar  equivalent on the date of original issuance of such Security of the
amount  determined  as  provided  in (i)  above)  of such  Security,  and  (iii)
Securities owned by the Company, or any other obligor upon the Securities or any
Affiliate of the Company,  or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in relying upon any such  request,  demand,  authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as  Outstanding  if the pledge  establishes to the
satisfaction  of the  Trustee  the  pledge's  independent  right  so to act with
respect to such Securities and that the pledgee is not the Company, or any other
obligor  upon the  Securities  or any  Affiliate of the Company or of such other
obligor.

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

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


                                      -4-
<PAGE>

     "Place of Payment", when used with respect to the Securities of any series,
means the  place or places  where the  principal  of (and  premium,  if any) and
interest  on  the  Securities  of  that  series  are  payable  as  specified  as
contemplated  by Section 301 or, if not so specified,  the City of New York, New
York.

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

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

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

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

     "Responsible  Officer",  when used with respect to the  Trustee,  means any
officer in the  Corporate  Trust  Office of the  Trustee  and also  means,  with
respect to a particular  corporate trust matter,  any other officer to whom such
matter  is  referred  because  of his  knowledge  of and  familiarity  with  the
particular subject.

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

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

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

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

     "Subsidiary"  means a corporation  more than 50% of the Outstanding  Voting
Stock of which is owned,  directly or indirectly,  by the Company,  or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed,  provided,  however,  that in
the event the Trust  Indenture  Act of 1939 is amended  after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture  Act of 1939 as so  amended,  except as  provided  in  Section  905 or
Section 1006.

                                      -5-
<PAGE>

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

     "U.S.  Government   Obligations"  means  securities  that  are  (i)  direct
obligations  of the United  States of America  for the payment of which its full
faith and credit is pledged or (ii) obligations of an agency or  instrumentality
of the  United  States  of  America  the  payment  of which  is  unconditionally
guaranteed  as a full  faith  and  credit  obligation  by the  United  States of
America,  and shall also include a depository  receipt issued by a bank or trust
company as custodian  with respect to any such U.S.  Government  Obligation or a
specific  payment  of  interest  on or  principal  of any such  U.S.  Government
Obligation  held by such custodian for the account of the holder of a depository
receipt;  provided  that  (except  as  required  by law) such  custodian  is not
authorized to make any deduction  from the amount  payable to the holder of such
depository  receipt from any amount  received by the custodian in respect of the
U.S.  Government  Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

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

     "Voting  Stock"  means  stock  which  ordinarily  has voting  power for the
election of  directors,  whether at all times or only so long as no senior class
of stock  has such  voting  power by reason  of any  contingency,  but shall not
include securities convertible into such Voting Stock.

     SECTION 102. COMPLIANCE  CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any  provision of
this  Indenture,   the  Company  shall  furnish  to  the  Trustee  an  Officers'
Certificate stating that all conditions precedent,  if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel  stating  that in the  opinion of such  counsel  all such  conditions
precedent,  if any, have been complied with, except that in the case of any such
application  or  request  as to  which  the  furnishing  of  such  documents  is
specifically  required  by any  provision  of this  Indenture  relating  to such
particular  application or request, no additional certificate or opinion need be
furnished.

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

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

          (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;

                                      -6-
<PAGE>

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

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

     SECTION  103.  FORM OF DOCUMENTS  DELIVERED  TO TRUSTEE.  In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

     Any  certificate  or opinion of any  officer of the  Company  may be based,
insofar as it relates to legal  matters,  upon a  certificate  or opinion of, or
representations  by,  counsel,  unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or  representations
with respect to the matters upon which his  certificate  or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,  insofar as
it  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers  of the  Company  stating  that the
information  with respect to such factual  matters is in the  possession  of the
Company unless such counsel knows,  or in the exercise of reasonable care should
know,  that the certificate or opinion or  representations  with respect to such
matters are erroneous.

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

     SECTION  104.  ACTS OF HOLDERS.  (a) Any  request,  demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required,  to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby) are herein sometimes referred to as the "Act" of the Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this  Indenture  and (subject to Section 601)  conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

                                      -7-
<PAGE>

          (c) The  Company  may,  in the  circumstances  permitted  by the Trust
     Indenture  Act,  fix  any  day  as the  record  date  for  the  purpose  of
     determining  the  Holders  entitled  to give or take any  request,  demand,
     authorization,  direction,  notice,  consent, waiver or other action, or to
     vote on any  action,  authorized  or  permitted  to be  given  or  taken by
     Holders.  If not set by the Company  prior to the first  solicitation  of a
     Holder made by any Person in respect of any such action, or, in the case of
     any such vote,  prior to such vote,  the record date for any such action or
     vote shall be the 30th day (or, if later,  the date of the most recent list
     of Holders  required to be provided  pursuant to Section 701) prior to such
     first  solicitation  or vote, as the case may be. With regard to any record
     date,  only the  Holders  on such date (or their duly  designated  proxies)
     shall be entitled to give or take, or vote on, the relevant action.

          (d) The  ownership  of  Securities  shall be  proved  by the  Security
     Register.

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

     SECTION 105.  NOTICES,  ETC., TO TRUSTEE OR COMPANY.  Any request,  demand,
authorization,  direction,  notice,  consent,  waiver or Act of Holders or other
document  provided or  permitted  by this  Indenture  to be made upon,  given or
furnished to, or filed with,

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

          (2) the  Company by the Trustee or by any Holder  shall be  sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in  writing  and  mailed,  first-class  postage  prepaid,  to  the  Company
     addressed  to it at  the  address  of its  office  specified  in the  first
     paragraph of this instrument or at any other address  previously  furnished
     in writing to the Trustee by the Company.

     SECTION 106. NOTICE TO HOLDERS;  WAIVER.  Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently  given (unless
otherwise  herein  expressly  provided)  if in writing and  mailed,  first-class
postage  prepaid,  to each Holder  affected by such event,  at his address as it
appears  in the  Security  Register,  not later than the  latest  date,  and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail,  neither the failure to mail such
notice,  nor any defect in any notice so mailed,  to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.  Where this
Indenture  provides  for  notice in any  manner,  such  notice  may be waived in
writing by the Person  entitled to receive such notice,  either  before or after
the event,  and such waiver shall be the  equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee,  but such filing shall not be
a condition  precedent to the validity of any action taken in reliance upon such
waiver.

                                      -8-
<PAGE>

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall  constitute
a sufficient notification for every purpose hereunder.

     SECTION 107.  CONFLICT WITH TRUST  INDENTURE  ACT. If any provision  hereof
limits,  qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any  provision of the Trust  Indenture  Act that may be so modified or excluded,
the latter  provision  shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

     SECTION  108.  EFFECT OF HEADINGS  AND TABLE OF  CONTENTS.  The Article and
Section  headings herein and the Table of Contents are for convenience  only and
shall not affect the construction hereof.

     SECTION 109.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in this
Indenture  by the Company  shall bind its  successors  and  assigns,  whether so
expressed or not.

     SECTION 110.  SEPARABILITY  CLAUSE. 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.

     SECTION 111.  BENEFITS OF  INDENTURE.  Nothing in this  Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors  hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 112.  GOVERNING LAW. This Indenture,  and the Securities,  shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 113. LEGAL HOLIDAYS.  In any case where any Interest  Payment Date,
Redemption  Date or Stated  Maturity of any Security shall not be a Business Day
at any Place of  Payment,  then  (notwithstanding  any other  provision  of this
Indenture or of the  Securities)  payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date,  but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity,  provided that no interest shall accrue for the period from and
after such Interest  Payment Date,  Redemption Date or Stated  Maturity,  as the
case may be.


                                      -9-
<PAGE>

                                   ARTICLE II

                                 SECURITY FORMS

     SECTION 201.  FORMS  GENERALLY.  The  Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or, to the extent authorized
by a Board Resolution,  an Officers'  Certificate,  or in one or more indentures
supplemental  hereto,  in each case  substantially  in the form  annexed to such
Board Resolution,  Officers'  Certificate or supplemental  indenture,  with such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted by this Indenture,  and may have such letters,  numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any  securities  exchange or as may,
consistently  herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities. If the form of Securities of
any series of such Securities is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the  Secretary  or an Assistant  Secretary  of the Company and  delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

     The Trustee's  certificates of authentication shall be in substantially the
form set forth in this Article.

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

     SECTION 202. FORM OF FACE OF SECURITY.  [Insert any legend  required by the
Internal Revenue Code and the regulations thereunder.]


                            ELECTRIC LIGHTWAVE, INC.

No.

     ELECTRIC  LIGHTWAVE,  INC., a corporation duly organized and existing under
the laws of Delaware  (herein  called the  "Company",  which term  includes  any
successor  corporation under the Indenture  hereinafter  referred to), for value
received,  hereby  promises to pay to  __________,  or registered  assigns,  the
principal sum of ______  Dollars on _______ (If the Security is to bear interest
prior to  Maturity,  insert -- , and to pay interest  thereon from  __________or
from the most recent  Interest  Payment Date to which  interest has been paid or
duly  provided  for,   semi-annually  on  _________and   ________in  each  year,
commencing  ___________,  at the rate of ___% per  annum,  until  the  principal
hereof is paid or made available for payment [If applicable,  insert --, and (to
the extent that the payment of such interest  shall be legally  enforceable)  at
the rate of ___% per  annum on any  overdue  principal  and  premium  and on any
overdue installment of interest].  The interest so payable,  and punctually paid
or duly  provided  for, on any Interest  Payment Date will,  as provided in such
Indenture,  be paid to the  Person in whose name this  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such  interest,  which shall be the ___ or  ___(whether or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date.
Any such  interest not so punctually  paid or duly  provided for will  forthwith
cease to be payable to the Holder on such Regular  Record Date and may either be
paid to the  Person in whose  name  this  Security  (or one or more  Predecessor
Securities)  is registered at the close of business on a Special Record Date for
the  payment  of such  Defaulted  Interest  to be fixed by the  Trustee,  notice
whereof  shall be given to Holders of Securities of this series not less than 10
days  prior to such  Special  Record  Date,  or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the  Securities  of this series may be listed,  and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

                                      -10-
<PAGE>

     [If the Security is not to bear interest  prior to Maturity,  insert -- The
principal  of this  Security  shall  not bear  interest  except in the case of a
default in payment of principal upon acceleration,  upon redemption or at Stated
Maturity  and in such case the overdue  principal  of this  Security  shall bear
interest  at the rate  of___% per annum (to the extent  that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such  principal  has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that is not so paid on demand shall bear
interest  at the rate of ___% per annum (to the extent  that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date  payment of such  interest  has been made or duly
provided for, and such interest shall also be payable on demand.)]

     Payment  of the  principal  of (and  premium,  if any) and [if  applicable,
insert -- any such]  interest  on this  Security  will be made at the  office or
agency of the  Company  maintained  for that  purpose in _____,  [if  applicable
insert -- in such coin or  currency  of the  United  States of America as at the
time of payment is legal  tender for  payment of public and  private  debts) [if
applicable,  insert --;  provided,  however,  that at the option of the  Company
payment of  interest  may be made by check  mailed to the  address of the Person
entitled  thereto as such address  shall appear in the Security  Register or, at
the option of the Holder  hereof,  to such other  place in the United  States of
America as the Holder hereof shall  designate to the Trustee in writing at least
three Business Days prior to the Interest  Payment Date or, at the option of the
Holder hereof,  by wire transfer in immediately  available  funds if such Holder
owns  Securities  of the same  series as this  Security  issued  pursuant to the
Indenture which pay interest on the same Interest  Payment Date and which are in
an aggregate  principal amount of $10,000,000 or more,  provided that the Holder
shall bear any and all expenses of any such wire transfer] and provided  further
that proper wiring instructions shall have been received by the Trustee at least
three Business Days prior to the Interest  Payment Date. [if applicable,  insert
any foreign currency related provisions.]

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.



                                      -11-
<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:
                                                        ELECTRIC LIGHTWAVE, INC.

                    By ______________________________________

Attest:

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


SECTION  203.  FORM OF  REVERSE  OF  SECURITY.  This  Security  is one of a duly
authorized issue of securities of the Company (herein called the  "Securities"),
issued and to be issued in one or more series  under an  Indenture,  dated as of
__________,  1991 (herein called the "Indenture"),  from the Company to Citibank
N.A., as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto  reference  is hereby made for a  statement  of the  respective  rights,
limitations  of rights,  duties and  immunities  thereunder of the Company,  the
Trustee  and the  Holders  of the  Securities  and of the terms  upon  which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the  securities  of the series  designated  on the face hereof [,  limited in
aggregate principal amount to $__].

     [If  applicable  insert -- The  Securities  of this  series are  subject to
redemption  upon not less than 30 days'  nor more than 60 days'  notice by mail,
(1) on _____in any year  commencing  with the year ____ and ending with the year
____ through  operation  of the sinking  fund for this series at the  Redemption
Prices for  redemption  through  operation  of the sinking  fund  (expressed  as
percentages  of the  principal  amount)  [set  forth in the table  below]  [at a
Redemption Price equal to %__ of the principal amount],  and (2) at any time [on
or after  ________],  as a whole or in part, at the election of the Company,  at
the  Redemption  Prices for redemption  otherwise than through  operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below:  If redeemed  during the 12-month  period  beginning  _______of the
years indicated,

                      Redemption Price For             Redemption Price For
               Redemption Through Operation of     Redemption Other Than Through
   Year                 the Sinking Fund           Operation of the Sinking Fund
------------   -------------------------------     -----------------------------

and  thereafter  at a  Redemption  Price equal to __% of the  principal  amount,
together in the case of any such redemption  (whether  through  operation of the
sinking fund or otherwise)  with accrued  interest to the  Redemption  Date, but
interest  installments  whose Stated  Maturity is on or prior to such Redemption
Date  will  be  payable  to the  Holders  of  such  Securities,  or one or  more
Predecessor  Securities,  of  record at the close of  business  on the  relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                                      -12-
<PAGE>

     [Notwithstanding the foregoing, the Company may not, prior to _____, redeem
any Securities of this series as  contemplated  by [Clause (2) of] the preceding
paragraph as a part of, or in  anticipation  of, any refunding  operation by the
application,  directly or indirectly, of moneys borrowed having an interest cost
to the Company  (calculated  in accordance  with  generally  accepted  financial
practice) of less than ___% per annum].

     [The  sinking  fund  for  this  series   provides  for  the  redemption  on
_____________in  each year beginning with the year ____ and ending with the year
____of [(not less than)] $ ___  [("mandatory  sinking  fund")] and not more than
$___ ] aggregate  principal amount of Securities of this series.  [Securities of
this  series  acquired  or  redeemed  by  the  Company  otherwise  than  through
[mandatory] sinking fund payments may be credited against subsequent  [mandatory
sinking fund payments  otherwise  required to be made -- in the inverse order in
which they become due.]

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the  unredeemed  portion  hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     [The  Indenture  contains  provisions for defeasance at any time of (a) the
entire  indebtedness  on this  Security  and (b) certain  covenants  and certain
Events of Default upon  compliance  by the Company with certain  conditions  set
forth therein, which provisions apply to this Security]

     [If the Security is not an Original Issue Discount  Security -- If an Event
of  Default  with  respect  to  Securities  of this  series  shall  occur and be
continuing,  the principal of the  Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue  Discount  Security -- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the  Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to -insert formula for  determining the amount.  Upon payment (i)
of the amount of  principal  so declared due and payable and (ii) of interest on
any overdue  principal and overdue interest (in each case to the extent that the
payment of such  interest  shall be legally  enforceable),  all of the Company's
obligations in respect of the payment of the principal of and interest,  if any,
on the Securities of this series shall terminate.]

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the  Holders of not less than a majority in  principal  amount of the
Securities at the time  Outstanding of all series to be affected.  The Indenture
also contains  provisions  permitting  the Holders of specified  percentages  in
principal  amount of the Securities of each series at the time  Outstanding,  on
behalf of the Holders of all Securities of such series,  to waive  compliance by
the Company with certain  provisions  of the Indenture and certain past defaults
under the  Indenture and their  consequences.  Any such consent or waiver by the
Holder of this  Security  shall be  conclusive  and binding upon such Holder and
upon all future  Holders of this  Security and of any  Security  issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

                                      -13-
<PAGE>

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and  unconditional,  to pay the principal of (and premium,  if any) and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registerable in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the Company in any place where the principal of (and premium,  if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of [$]___  and any  integral  multiple  of [$]___ As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company or the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for the
purpose of  receiving  payment as herein  provided  and for all other  purposes,
whether or not this  Security be overdue,  and neither the Company,  the Trustee
nor any such agent shall be affected by notice to the contrary.

     Certain  terms used in this  Security  which are  defined in the  Indenture
shall have the meanings assigned to them in the Indenture.

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

     SECTION 204. FORM OF TRUSTEE'S  CERTIFICATE OF AUTHENTICATION.  This is one
of  the  Securities  of  the  series  designated  therein  referred  to  in  the
within-mentioned Indenture.

                                      -14-
<PAGE>

                                                     CITIBANK, N.A., as Trustee


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



                                   ARTICLE III

                                 THE SECURITIES

     SECTION 301. AMOUNT UNLIMITED;  ISSUABLE IN SERIES. The aggregate principal
amount of  Securities  which  may be  authenticated  and  delivered  under  this
Indenture is unlimited.

     The  Securities  may be  issued  in one or  more  series.  There  shall  be
established in or pursuant to a Board Resolution or, to the extent authorized by
a Board  Resolution,  an Officers'  Certificate,  or  established in one or more
indentures  supplemental  hereto,  prior to the  issuance of  Securities  of the
series to be issued,

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be  authenticated  and delivered  under this Indenture
     (except for Securities  authenticated  and delivered upon  registration  of
     transfer  of, or in exchange  for, or in lieu of, other  Securities  of the
     series  pursuant to Section 304,  305,  306, 906 or 1107 and except for any
     Securities  which,  pursuant to Section  303, are deemed never to have been
     authenticated and delivered hereunder);

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

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

          (5) the annual interest rate or rates (or method for establishing such
     rate or rates) at which the  Securities of the series shall bear  interest,
     if any, the date or dates from which such interest shall accrue, the manner
     of adjusting such rates,  the Interest Payment Dates on which such interest
     shall be payable and the Regular  Record Date for the  interest  payable on
     any Interest Payment Date (or method for establishing such date or dates);

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

                                      -15-
<PAGE>

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

          (8) the  obligation,  if any,  of the  Company  to redeem or  purchase
     Securities  of  the  series  pursuant  to any  sinking  fund  or  analogous
     provisions or at the option of a Holder  thereof as specified  therein,  or
     upon the  happening  of an event or  condition  and the  period or  periods
     within  which,  the price or  prices at which and the terms and  conditions
     upon which Securities of the series shall or must be redeemed or purchased,
     in  whole  or in part,  pursuant  to such  obligation;  and the  option  or
     election,  if any, of the Company to redeem or purchase  Securities  of the
     series as specified therein or upon the happening of an event or condition,
     and the period or periods  within  which,  the price or prices at which and
     the terms and  conditions  upon which the Securities of the series shall be
     redeemed  or  purchased,  in whole or in part,  pursuant  to such option or
     election;

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

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

          (11) if other  than  such coin or  currency  of the  United  States of
     America as at the time of payment is legal  tender for payment of public or
     private debts, the currency or currencies  (including composite currencies)
     in which payment of the principal of (and premium,  if any) and/or interest
     on the Securities of such series shall be payable;

          (12) if the principal of (and premium,  if any) and/or interest on the
     Securities of the series are to be payable,  at the election of the Company
     or any Holder, in a currency or currencies (including composite 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 amounts of payments of principal of (and premium,  if any)
     and/or  interest on the  Securities  of the series may be  determined  with
     reference  to  an  index,  the  manner  in  which  such  amounts  shall  be
     determined;

          (14) in the case of  Securities of a series the terms of which are not
     established   pursuant  to  subsection  (11),  (12,)  or  (13)  above,  the
     application,  if any,  of Section  1302,  1303 and/or  Section  1304 to the
     Securities of such series; or, in the case of Securities the terms of which
     are  established  pursuant to  subsection  (11),  (12) or (13)  above,  the
     adoption and  applicability  to such Securities of any terms and conditions
     similar to those contained in Section 1302, 1303 and/or Section 1304;

          (15) if  applicable,  the  issuance  of a  temporary  global  security
     representing  all of the  Securities  of such  series and  exchange of such
     temporary global Security for definitive  Securities of such series, or the
     issuance of global securities of any other nature;

                                      -16-
<PAGE>

          (16) any addition to, deletion or modification of any Event of Default
     applicable to such series;

          (17) any  provisions  providing for or governing one or more series of
     global Securities, bearer Securities or Securities proposed to be listed or
     quoted on or in any exchange or market, within or without the United States
     of America, including provisions which establish the form and terms of such
     Securities, including interest coupons, and govern the manner of payment of
     principal and interest,  registration and exchange of Securities, notice to
     Holders,  Acts of Holders,  waivers and any and all other aspects  thereof,
     provided that such  provisions  shall not conflict  with any  provisions of
     this Indenture  which are applicable to such series (as such provisions may
     have been duly  supplemented,  amended or modified as  permitted  hereunder
     with respect to their application to such series);

          (18)  any  provisions  authorizing  one  or  more  guarantees  of  the
     Securities of the series or providing  for one or more  guarantors or other
     Person or  Persons  becoming  a party to the  Indenture  or any  indentures
     supplemental hereto governing the Securities of the series; and

          (19) any  other  terms of the  series  (which  terms  shall  not be in
     conflict with the provisions of this Indenture which apply to such series).

     All Securities of any one series shall be substantially identical except as
to interest rates,  method for  determining  interest  rates,  Interest  Payment
Dates,  Regular Record Dates,  redemption terms, Stated Maturity,  denomination,
date of authentication, currency, any index for determining amounts payable, and
except as may otherwise be provided in or pursuant to such Board  Resolution and
set forth or determined as provided in such Officers' Certificate or in any such
indenture supplemental hereto.

     If any of the terms of the series are  established by action taken pursuant
to a Board Resolution,  a copy of an appropriate  record of such action shall be
certified  by  the  Secretary  or an  Assistant  Secretary  of the  Company  and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of the series.

     SECTION 302. DENOMINATIONS. The Securities of each series shall be issuable
in registered form without coupons in such  denominations  as shall be specified
as  contemplated  by Section  301.  In the absence of any such  provisions  with
respect to the Securities of any series,  the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities
shall be  executed on behalf of the  Company by its  Chairman of the Board,  its
President, one of its Vice Presidents or its Treasurer, under its corporate seal
reproduced   thereon   attested  by  its  Secretary  or  one  of  its  Assistant
Secretaries.  The signature of any of these  officers on the  Securities  may be
manual or facsimile.

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

                                      -17-
<PAGE>

     At any time and from time to time after the  execution and delivery of this
Indenture,  the  Company may deliver  Securities  of any series  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities;  and the Trustee in accordance
with such Company Order shall  authenticate and deliver such Securities.  If the
form or terms of the  Securities  of the  series  have  been  established  in or
pursuant  to  one  or  more  Board   Resolutions,   Officers'   Certificates  or
supplemental  indentures as permitted by Sections 201 and 301, in authenticating
such  Securities,  and  accepting  the  additional  responsibilities  under this
Indenture  in relation  to such  Securities,  the  Trustee  shall be entitled to
receive,  and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

          (a) if the form of any of such  Securities has been  established by or
     pursuant  to  Board  Resolution,   Officers'  Certificate  or  supplemental
     indenture as permitted by Section 201, that such form has been  established
     in conformity with the provisions of this Indenture;

          (b) if the terms of any of such Securities have been established by or
     pursuant  to  Board  Resolution,   Officers'  Certificate  or  supplemental
     indenture  as  permitted  by  Section  301,   that  such  terms  have  been
     established in conformity with the provisions of this Indenture; and

          (c) that such  Securities,  when  authenticated  and  delivered by the
     Trustee  and  issued  by the  Company  in the  manner  and  subject  to any
     conditions specified in such Opinion of Counsel,  will constitute valid and
     legally binding  obligations of the Company  enforceable in accordance with
     its terms, subject to bankruptcy, insolvency, reorganization and other laws
     of general  applicability  relating  to or  affecting  the  enforcement  of
     creditors' rights and to general equity principles.

     If the Company shall establish  pursuant to Section 301 that the Securities
of a  series  are to be  issued  in the  form of one or more  registered  global
securities,  then the Company shall execute and the Trustee shall, in accordance
with  this  Section  and  the  Company   Order  with  respect  to  such  series,
authenticate  and deliver one or more registered  global  securities that (a)(i)
shall  represent  and shall be  denominated  in an amount equal to the aggregate
principal  amount of all of the  Securities  of such  series  issued and not yet
cancelled,  (ii)  shall be  registered  in the name of DTC or a nominee  of DTC,
(iii)  shall  be   delivered  by  the  Trustee  to  DTC  or  pursuant  to  DTC's
instructions,  and (iv)  shall  bear a  legend  substantially  to the  following
effect:  "Unless and until it is exchanged in whole or in part for Securities in
definitive  registered  form,  this Security may not be transferred  except as a
whole  by DTC to a  nominee  of DTC  or by a  nominee  of DTC to DTC or  another
nominee of DTC or by DTC or any such  nominee to a successor to DTC or a nominee
of such  successor"  or such other legend as shall be  acceptable to DTC; or (b)
shall  comply  with  such  other  terms or  procedures  as may be set forth in a
Company  Order with  respect to such series.  Notwithstanding  that such form or
terms  have  been  so  established,   the  Trustee  shall  not  be  required  to
authenticate  such Securities if the issue of such  Securities  pursuant to this
Indenture would adversely affect the Trustee's own rights,  duties or immunities
under the  Securities  and this  Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

                                      -18-
<PAGE>

     Notwithstanding  the  provisions  of  Section  301  and  of  the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required  pursuant to Section  301 or the  Company  Order and Opinion of Counsel
otherwise required pursuant to such preceding  paragraph at or prior to the time
of  authentication  of each  Security  of such  series  if  such  documents  are
delivered at or prior to the time of  authentication  upon original  issuance of
the first Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

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

     SECTION 304.  TEMPORARY  SECURITIES.  Pending the preparation of definitive
Securities of any series,  the Company may execute,  and upon Company Order from
the Company,  the Trustee shall authenticate and deliver,  temporary  Securities
which  are  printed,  lithographed,   typewritten,   mimeographed  or  otherwise
produced,  in any  authorized  denomination,  substantially  of the tenor of the
definitive  securities in lieu of which they are issued,  with such  appropriate
insertions,  omissions,  substitutions  and  other  variations  as the  officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

     If temporary  Securities  of any series are issued,  the Company will cause
definitive  Securities of that series to be prepared without unreasonable delay.
After the  preparation  of definitive  Securities of such series,  the temporary
Securities of such series shall be  exchangeable  for  definitive  securities of
such series upon  surrender of the  temporary  Securities  of such series at the
office or agency of the Company in a Place of Payment for that  series,  without
charge  to the  Holder.  Upon  surrender  for  cancellation  of any  one or more
temporary  Securities  of any series,  the Company shall execute and the Trustee
shall  authenticate and deliver in exchange  therefor a like principal amount of
definitive  Securities  of the same  series  and of like  tenor,  of  authorized
denominations.  Until so exchanged, the temporary Securities of any series shall
in all  respects  be  entitled  to the same  benefits  under this  Indenture  as
definitive Securities of such series.

     SECTION  305.  REGISTRATION,  REGISTRATION  OF TRANSFER AND  EXCHANGE.  The
Company  shall cause to be kept at the  Corporate  Trust Office of the Trustee a
register (the register maintained in such office being herein sometimes referred
to as the "Security Register") in which, subject to such reasonable  regulations
as it  may  prescribe,  the  Company  shall  provide  for  the  registration  of
Securities  and of  transfers  of  Securities.  The Trustee is hereby  appointed
"Security Registrar" for the purpose of registering  Securities and transfers of
Securities as herein provided.

                                      -19-
<PAGE>

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

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

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

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

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Securities,  but the Company may require payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange  Securities of any series  during a period  beginning at the opening of
business  15 days  before the day of the  mailing of a notice of  redemption  of
Securities of that series selected for redemption  under Section 1103 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 the unredeemed portion of any Security being redeemed in part.

     SECTION  306.  MUTILATED,  DESTROYED,  LOST AND STOLEN  SECURITIES.  If any
mutilated Security is surrendered to the Trustee,  the Company shall execute and
the Trustee shall  authenticate and deliver in exchange  therefor a new Security
of the same series and of like tenor and principal amount,  and bearing a number
not contemporaneously outstanding.

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

                                      -20-
<PAGE>

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

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

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

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

     SECTION  307.  PAYMENT  OF  INTEREST;  INTEREST  RIGHTS  PRESERVED.  Unless
otherwise  provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided  for, on any Interest  Payment Date shall be paid to the Person in
whose name that Security (or one or more  Predecessor  Securities) is registered
at the close of business on the Regular Record Date for such interest.

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

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

                                      -21-
<PAGE>

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

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

     SECTION 308. PERSONS DEEMED OWNERS.  Prior to due presentment of a Security
for  registration  of transfer,  the  Company,  the Trustee and any agent of the
Company  or the  Trustee  may treat the Person in whose  name such  Security  is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such
Security and for all other purposes whatsoever,  whether or not such Security be
overdue,  and neither the  Company,  the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     SECTION  309.   CANCELLATION.   All  Securities  surrendered  for  payment,
redemption,  registration  of transfer  or  exchange  or for credit  against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be  delivered  to the Trustee and shall be promptly  canceled by it. The Company
may at  any  time  deliver  to  the  Trustee  for  cancellation  any  Securities
previously  authenticated  and  delivered  hereunder  which the Company may have
acquired  in  any  manner  whatsoever,  and  may  deliver  to  the  Trustee  for
cancellation any Securities previously authenticated hereunder which the Company
has not  issued  and sold and all  Securities  so  delivered  shall be  promptly
canceled by the Trustee.  No Securities  shall be authenticated in lieu of or in
exchange  for any  Securities  canceled as provided in this  Section,  except as
expressly  permitted  by this  Indenture.  All canceled  Securities  held by the
Trustee  shall be disposed of as directed by a Company Order from the Company or
in the absence of such Company Order, in accordance with the Trustee's  standard
procedures.

                                      -22-
<PAGE>

     SECTION  310.  COMPUTATION  OF INTEREST.  Except as otherwise  specified as
contemplated  by Section  301 for  Securities  of any  series,  interest  on the
Securities  of each series  shall be computed on the basis of a 360-day  year of
twelve 30-day months.

     SECTION 311.  BOOK-ENTRY  SECURITIES.  (a) Except as provided in subsection
(c) of this Section 311, the registered owner of all Securities of any series of
Securities  which is  designated  as a Book-Entry  Security  series in the Board
Resolution,  Officers' Certificate or indenture supplemental hereto establishing
such series shall be CEDE & Co., as nominee of DTC.  Payment of interest for any
Securities  registered as of each Record Date in the name of CEDE & Co. shall be
made by wire transfer to the account of CEDE & Co. on the Interest  Payment Date
for such  Securities at the address  indicated on the Record Date for CEDE & Co.
in the registration books of the Company kept by Trustee, as Security Registrar.

          (b) With respect to any Book-Entry  Securities,  the Securities  shall
     initially  be issued  in the form of one or more  fully  registered  global
     securities  in  the  principal  amount  of  each  separate  series  of  the
     Securities.  Upon initial issuance,  the ownership of such Securities shall
     be registered in the registration  books of the Company kept by the Trustee
     in the name of CEDE & Co.,  as nominee of DTC.  The Trustee and the Company
     may  treat  DTC (or its  nominee)  as the sole and  exclusive  owner of the
     Securities  registered  in its  name for the  purposes  of  payment  of the
     principal of, premium,  if any, or interest on such Securities,  giving any
     notice  permitted or required to be given to Holders under this  Indenture,
     registering the transfer of such Securities, obtaining any consent or other
     action to be taken by Holders and for all other  purposes  whatsoever;  and
     neither the Trustee nor the Company  shall be affected by any notice to the
     contrary. Neither the Trustee nor the Company shall have any responsibility
     or  obligation  to any DTC  participant,  any Person  claiming a beneficial
     ownership interest in Securities registered in the name of CEDE & Co. under
     or through DTC or any DTC  participant,  or any other  Person  which is not
     shown on the registration books of the Company kept by the Trustee as being
     a Holder with  respect to the  accuracy of any records  maintained  by DTC,
     CEDE  & Co.  or any  DTC  participant;  the  payment  by  DTC  or  any  DTC
     participant  to any  beneficial  owner  of any  amount  in  respect  of the
     principal of, premium, if any, or interest on the Securities  registered in
     the  name  of  CEDE & Co.;  the  delivery  to any  DTC  participant  or any
     beneficial  owner of any notice  which is permitted or required to be given
     to  Holders  under  this  Indenture;  the  selection  by  DTC  or  any  DTC
     participant  of any  Person to  receive  payment  in the event of a partial
     payment  of any  Securities  registered  in the name of CEDE & Co.;  or any
     consent  given or other  action  taken by DTC as Holder.  The Paying  Agent
     shall pay all principal of, premium, if any, and interest on any Securities
     registered  in the name of CEDE & Co.,  only to or upon the order of CEDE &
     Co., as nominee of DTC, and all such payments  shall be valid and effective
     to fully satisfy and discharge  the Company's  obligations  with respect to
     the principal of,  premium,  if any, and interest on such Securities to the
     extent of the sum or sums so paid.  Upon  delivery by DTC to the Trustee of
     written  notice to the effect that DTC had  determined  to substitute a new
     nominee in place of CEDE & Co., and subject to the  provisions  herein with
     respect to record  dates,  the words "CEDE & Co." in this  Indenture  shall
     refer to such new nominee of DTC.

                                      -23-
<PAGE>

          (c) With respect to any series of Securities registered in the name of
     CEDE & Co., in the event that (i) DTC gives notice that it will discontinue
     its services as securities  depository  for such series of  Securities;  or
     (ii) DTC  ceases to be a clearing  house  registered  under the  Securities
     Exchange  Act  of  1934;  or  (iii)  the  Company  in its  sole  discretion
     determines  that the beneficial  owners of such Securities will be entitled
     to obtain definitive certificates; or (iv) an Event of Default with respect
     to such series has occurred and is continuing,  the Company  shall,  if the
     event is triggered by either (i) or (ii) above,  attempt to locate  another
     qualified  securities  depository.  If  Company  fails  to  locate  such  a
     replacement  or if the event is  triggered  by either  (iii) or (iv) above,
     then it shall  notify  DTC and the  Trustee,  requesting  DTC to notify its
     participants,  of the availability through DTC of definitive  certificates.
     In any such event,  the Trustee  shall issue,  register the transfer of and
     exchange definitive  certificates as requested by DTC and any other Holders
     in appropriate  amounts.  The Company and the Trustee shall be obligated to
     deliver  definitive  certificates  as described in this  Indenture.  In the
     event  definitive  certificates  are issued to Holders  other than DTC, the
     provisions  of this  Indenture  shall  apply to,  among other  things,  the
     registration  transfer of and exchange of such  certificates and the method
     of  payment  of  principal  of,  premium,  if  any,  and  interest  on such
     certificates.  Whenever  DTC requests the Company and the Trustee to do so,
     the Trustee and the Company will cooperate  with DTC in taking  appropriate
     action after  reasonable  notice (i) to make available one or more separate
     certificates  evidencing  the  Securities  registered in the name of CEDE &
     Co., to any DTC participant  having Securities  credited to its DTC account
     or (ii) to arrange for another securities depository to maintain custody of
     certificates evidencing such Securities.

          (d)  Notwithstanding  any other  provision  of this  Indenture  to the
     contrary,  so long as any  Securities  are registered in the name of CEDE &
     Co., as nominee of DTC, all  payments  with  respect to the  principal  of,
     premium,  if any, and  interest on such  Securities  and all notices,  with
     respect to such  Securities  shall be made and given to DTC as  provided in
     the applicable Letter of Representation.

          (e) In  connection  with  any  notice  or  other  communication  to be
     provided  to  Holders  pursuant  to this  Indenture  by the  Company or the
     Trustee  with respect to any consent or other action to be taken by Holders
     so long as any  Securities of a series are registered in the name of CEDE &
     Co.,  as nominee of DTC,  the Company or the  Trustee,  as the case may be,
     shall establish a record date for such consent or other action and give DTC
     notice of such  record  date not less than 15  calendar  days in advance of
     such record date to the extent possible.

          (f) The notice  requirements set forth in the Letter of Representation
     relating  to the  Securities  of any series  with  respect to  redemptions,
     conversions  and  mandatory  tenders  shall  be  effective   whenever  such
     Securities are Book-Entry Securities,  notwithstanding any other provisions
     of this  Indenture,  to the extent such other  provisions are  incompatible
     with the notice requirements set forth in the Letter of Representation.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.  This Indenture shall
upon Company  Request from the Company cease to be of further  effect (except as
to any surviving  rights of  registration  of transfer or exchange of Securities
herein  expressly  provided for),  and the Trustee,  on the demand of and at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

                                      -24-
<PAGE>

          (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than (i)  Securities  which  have been  destroyed,  lost or stolen and
          which have been  replaced  or paid as provided in Section 306 and (ii)
          Securities for whose payment money has  theretofore  been deposited in
          trust or segregated  and held in trust by, the Company and  thereafter
          repaid to the Company or  discharged  from such trust,  as provided in
          Section 1003) have been delivered to the Trustee for cancellation; or

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

                    (i) have become due and payable, or

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

                    (iii) are to be called  for  redemption  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 (i),  (ii) or (iii)  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 (and premium,  if any) and interest to the date of such
               deposit  (in the case of  Securities  which  have  become due and
               payable) or to the Stated  Maturity or  Redemption  Date,  as the
               case may be;

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

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

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

     SECTION 402.  APPLICATION OF TRUST MONEY. Subject to provisions of the last
paragraph of Section  1003,  all money  deposited  with the Trustee  pursuant to
Section  401,  all  money and U.S.  Government  Obligations  deposited  with the
Trustee  pursuant to Section  1302,  Section  1303 or Section 1304 and all money
received by the Trustee in respect of U.S. Government Obligations deposited with
the Trustee  pursuant to Section 1302,  Section 1303 or Section  1304,  shall be
held in trust  and  applied  by it, in  accordance  with the  provisions  of the
Securities and this  Indenture,  to the payment,  either directly or through any
Paying Agent  (including  the Company acting as Paying Agent) as the Trustee may
determine,  to the Persons entitled thereto,  of the principal (and premium,  if
any) and  interest  for whose  payment  such  money has been  deposited  with or
received by the Trustee as  contemplated by Section 401,  Section 1302,  Section
1303 or Section 1304.

                                      -25-
<PAGE>


                                    ARTICLE V

                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.  "Event of Default",  wherever used herein
with respect to Securities of any series,  means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or  involuntary  or be effected by operation of law or pursuant to any judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body):

          (1) default in the payment of any  interest  upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 60 days; or

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

          (3) default in the deposit of any sinking  fund  payment,  when and as
     due by the terms of a Security of that series; or

          (4) a material default in the performance,  or material breach, of any
     other covenant or obligation of the Company in this Indenture (other than a
     covenant or  obligation a default in whose  performance  or whose breach is
     elsewhere in this Section  specifically  dealt with or which has  expressly
     been  included  in this  Indenture  solely  for the  benefit of a series of
     Securities  other than that  series),  and  continuance  of such default or
     breach for a period of 90 days after there has been given, by registered or
     certified  mail,  to the  Company by the  Trustee or to the Company and the
     Trustee by the Holders of a majority in principal amount of the Outstanding
     Securities  of that  series a written  notice  specifying  such  default or
     breach and  requiring  it to be remedied  and stating that such notice is a
     "notice of default" hereunder; or

          (5) the entry by a court having  jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization  or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent,  or approving as properly filed a petition
     seeking  reorganization,  arrangement,  adjustment or  composition of or in
     respect of the  Company  under any  applicable  Federal  or State  law,  or
     appointing   a  custodian,   receiver,   liquidator,   assignee,   trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its  property,  or ordering  the winding up or  liquidation  of its
     affairs,  and the  continuance  any such  decree or order for relief or any
     such  other  decree  or order  unstayed  and in  effect  for a period of 60
     consecutive days; or

                                      -26-
<PAGE>

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

          (7) any other Event of Default  provided with respect to Securities of
     that series;

it being  understood that in each case (other than those described in paragraphs
(1) through (3) above) the Trustee  shall not be deemed to have  knowledge of an
Event of Default  hereunder  unless a Responsible  Officer has received  written
notice thereof.

     Nothing contained in this Section 501 shall limit the rights of the Company
to add,  delete or modify  any Event of  Default  or other  similar  event  with
respect to one or more series of Securities at the time of  establishment of any
such series as provided in Section 301 hereof.

     SECTION 502.  ACCELERATION  OF MATURITY;  RESCISSION AND  ANNULMENT.  If an
Event  of  Default  with  respect  to  Securities  of any  series  at  the  time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of a majority in principal  amount of the Outstanding  Securities of
that series may declare the  principal  amount (or, if any of the  Securities of
that  series  are  Original  Issue  Discount  Securities,  such  portion  of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the  Securities  of that series to be due and payable  immediately,  by a
notice in writing to the Company (and to the Trustee if given by  Holders),  and
upon any such  declaration  such  principal  amount (or specified  amount) shall
become immediately due and payable.

     At any time  after  such a  declaration  of  acceleration  with  respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article  provided,  the  Holders  of a  majority  in  principal  amount  of  the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

               (A) all overdue interest on all Securities of that series,

                                      -27-
<PAGE>

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

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

               (D) all sums paid or advanced by the  Trustee  hereunder  and the
          reasonable compensation,  expenses,  disbursements and advances of the
          Trustee, its agents and counsel;

         and

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

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

     SECTION  503.  COLLECTION  OF  INDEBTEDNESS  AND SUITS FOR  ENFORCEMENT  BY
TRUSTEE. The Company covenants that if

     (1) default occurs in the payment of any interest on any Security when such
interest  becomes due and payable and such default  continues for a period of 60
days;

     (2) default occurs in the payment of the principal of (or premium,  if any,
on) any Security at the Maturity thereof; or

     (3) default occurs in the deposit of any sinking fund payment,  when and as
due by the terms of a Security of that series;

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders  of such  Securities,  the whole  amount  then due and  payable  on such
Securities for principal  (and premium,  if any) and interest and, to the extent
that  payment of such  interest  shall be legally  enforceable,  interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed  therefor in such Securities,  and, addition  thereto,  such
further  amount  as shall be  sufficient  to cover the  costs  and  expenses  of
collection,  including the reasonable compensation,  expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

                                      -28-
<PAGE>

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

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the pendency of
any   receivership,   insolvency,   liquidation,   bankruptcy,   reorganization,
arrangement,  adjustment,  composition or other judicial  proceeding relative to
the Company or any other  obligor  upon the  Securities  or the  property of the
Company or of such other obligor or their creditors,  the Trustee  (irrespective
of whether  the  principal  of the  Securities  shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee  shall have made any demand on the  Company  for the  payment of overdue
principal or interest) shall be entitled and empowered,  by intervention in such
proceeding  or  otherwise,  to take any and all actions  authorized by the Trust
Indenture Act in order to have claims of the Holders of Securities of any series
and the Trustee allowed in any such proceeding.  In particular the Trustee shall
be authorized,

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

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

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

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

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT  POSSESSION OF SECURITIES.
All rights of action and claims under this  Indenture or the  Securities  may be
prosecuted  and  enforced by the Trustee  without the  possession  of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the  reasonable  compensation,  expenses,  disbursements  and
advances of the Trustee,  its agents and counsel,  be for the ratable benefit of
the  Holders  of the  Securities  in respect  of which  such  judgment  has been
recovered.

                                      -29-
<PAGE>

     SECTION 506.  APPLICATION OF MONEY  COLLECTED.  Any money  collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the  Trustee  and,  in case of the  distribution  of such
money  on  account  of  principal  (or  premium,  if  any)  or  interest,   upon
presentation  of the Securities and the notation  thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

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

     SECTION 507.  LIMITATION ON SUITS.  No Holder of any Security of any series
shall have any right to institute any  proceeding,  judicial or otherwise,  with
respect to this Indenture,  or for the appointment of a receiver or trustee,  or
for any other remedy hereunder, unless

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

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

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

          (4) the Trustee for 90 days after its receipt of such notice,  request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 90-day period by the Holders of not less than 66
     2/3% in principal amount of the Outstanding Securities of that series;

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

     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,  PREMIUM
AND INTEREST.  Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right,  which is absolute and  unconditional,  to
receive  payment of the  principal  of (and  premium,  if any) and  (subject  to
Section  307)  interest on such  Security on the Stated  Maturity or  Maturities
expressed in such Security  (or, in the case of  redemption,  on the  Redemption
Date) and to institute suit for the  enforcement  of any such payment,  and such
rights shall not be impaired without the consent of such Holder.

                                      -30-
<PAGE>

     SECTION  509.  RESTORATION  OF RIGHTS AND  REMEDIES.  If the Trustee or any
Holder has  instituted  any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined  adversely to the Trustee or to such Holder,  then and in
every such case,  subject to any determination in such proceeding,  the Company,
the Trustee and the Holders  shall be restored  severally  and  respectively  to
their former  positions  hereunder and thereafter all rights and remedies of the
Trustee and the Holders  shall  continue as though no such  proceeding  had been
instituted.

     SECTION 510. RIGHTS AND REMEDIES  CUMULATIVE.  Except as otherwise provided
with respect to the  replacement  or payment of  mutilated,  destroyed,  lost or
stolen  Securities  in the last  paragraph  of Section  306,  no right or remedy
herein  conferred  upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy,  and every right and remedy shall,
to the extent  permitted  by law, be  cumulative  and in addition to every other
right and remedy  given  hereunder  or now or  hereafter  existing  at law or in
equity  or  otherwise.  The  assertion  or  employment  of any  right or  remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

     SECTION  511.  DELAY OR OMISSION  NOT  WAIVER.  No delay or omission of the
Trustee  or of any  Holder of any  Securities  to  exercise  any right or remedy
accruing  upon any Event of  Default  shall  impair  any such right or remedy or
constitute  a waiver of any such Event of Default  or an  acquiescence  therein.
Every right and remedy  given by this Article or by law to the Trustee or to the
Holders  may be  exercised  from  time to time,  and as  often as may be  deemed
expedient, by the Trustee or by the Holders, as the case may be.

     SECTION  512.  CONTROL BY HOLDERS.  The Holders of a majority in  principal
amount of the  Outstanding  Securities  of any  series  shall  have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the Trustee,  or  exercising  any trust or power  conferred on the
Trustee with respect to the Securities of such series, provided that

          (1) such  direction  shall not be in conflict  with any rule of law or
     with this Indenture,  and shall not, in the reasonable determination of the
     Trustee,  be  unduly  prejudicial  to the  rights of other  holders  of the
     Securities  of such series nor  subject  the Trustee to a material  risk of
     personal liability, and

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

     SECTION  513.  WAIVER  OF PAST  DEFAULTS.  The  Holders  of not less than a
majority in principal amount of the Outstanding  Securities of any series may on
behalf  of the  Holders  of all the  Securities  of such  series  waive any past
default  hereunder  with respect to such series and its  consequences,  except a
default

                                      -31-
<PAGE>

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

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

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

     SECTION 514.  UNDERTAKING FOR COSTS.  All parties to this Indenture  agree,
and each Holder of any  Security by his  acceptance  thereof  shall be deemed to
have agreed,  that any court may in its discretion  require, in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee  for any action  taken,  suffered  or omitted by it as Trustee,  the
filing by any party  litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion  assess  reasonable  costs,
including  reasonable  attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party  litigant;  but the provisions of this Section shall not apply to any
suit instituted by the Company,  to any suit  instituted by the Trustee,  to any
suit  instituted  by any Holder,  or group of Holders,  holding in the aggregate
more than 10% in principal  amount of the outstanding  Securities of any series,
or to any suit  instituted by any Holder for the  enforcement  of the payment of
the principal of (or premium if any) or interest on any Security on or after the
Stated  Maturity or  Maturities  expressed in such  Security (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 515.  WAIVER OF STAY OR EXTENSION  LAWS. The Company  covenants (to
the extent that it may  lawfully do so) that it will not at any time insist upon
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force, which may affect the covenants or the performance of this Indenture;  and
the Company (to the extent that it may lawfully do so) hereby  expressly  waives
all benefit or advantage of any such law and covenants  that it will not hinder,
delay or impede the  execution of any power herein  granted to the Trustee,  but
will suffer and permit the  execution  of every such power as though no such law
had been enacted.


                                   ARTICLE VI

                                   THE TRUSTEE

     SECTION  601.   CERTAIN  DUTIES  AND   RESPONSIBILITIES.   The  duties  and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing,  no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise  incur any 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.  Whether or not therein  expressly  so provided,
every  provision  of this  Indenture  relating to the conduct or  affecting  the
liability  of or  affording  protection  to the Trustee  shall be subject to the
provisions of this Section.

                                      -32-
<PAGE>

     SECTION 602. NOTICE OF DEFAULTS.  The Trustee shall give the Holders notice
of any default  hereunder as and to the extent  provided by the Trust  Indenture
Act;  provided,  however,  that in the  case  of any  default  of the  character
specified in Section  501(4),  no such notice to Holders shall be given until at
least 90 days after the occurrence thereof. For the purpose of this Section, the
term  "default"  means any event  which is, or after  notice or lapse of time or
both  would  become,  an Event of  Default.  Except in the case of a default  in
payment of  principal of or interest on any  Security,  the Trustee may withhold
the 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  Holders  of
Securities.

     SECTION  603.  CERTAIN  RIGHTS OF  TRUSTEE.  Subject to the  provisions  of
Section 601:

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

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

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

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

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

          (f) the Trustee may execute any of the trusts or powers  hereunder  or
     perform any duties  hereunder  either  directly or by or through  agents or
     attorneys and the Trustee shall not be  responsible  for any  misconduct or
     negligence on the part of any agent or attorney  appointed with due care by
     it hereunder.

                                      -33-
<PAGE>

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

     SECTION 604. NOT  RESPONSIBLE  FOR RECITALS OR ISSUANCE OF SECURITIES.  The
recitals   contained  herein  and  in  the  Securities,   except  the  Trustee's
certificates of authentication,  shall be taken as the statements of the Company
and the Trustee or any Authenticating  Agent assumes no responsibility for their
correctness.  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency  of  this  Indenture  or of  the  Securities.  The  Trustee  or  any
Authenticating  Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 605. MAY HOLD SECURITIES.  The Trustee,  any Authenticating  Agent,
any Paying Agent, any Security Registrar or any other agent of the Company or of
the Trustee,  in its individual or any other  capacity,  may become the owner or
pledgee of Securities  and,  subject to Sections 608 and 613, may otherwise deal
with the  Company  with the same  rights it would  have if it were not  Trustee,
Authenticating  Agent,  Paying Agent,  Security Registrar or such other agent in
writing.

     SECTION  606.  MONEY  HELD IN TRUST.  Money  held by the  Trustee  in trust
hereunder need not be segregated  from other funds except to the extent required
by law. The Trustee shall be under no liability  for interest on money  received
by it hereunder except as otherwise agreed with the Company.

     SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees

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

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

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

     As security for the  performance  of the  obligations  of the Company under
this  Section the  Trustee  shall have a lien prior to the  Securities  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the payment of principal of, premium, if any, or interest,  if any,
on particular Securities.

                                      -34-
<PAGE>

     SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or
shall acquire a conflicting  interest  within the meaning of the Trust Indenture
Act, the Trustee shall either  eliminate such interest or resign,  to the extent
and in the manner  provided  by, and  subject  to the  provisions  of, the Trust
Indenture Act and this Indenture. Nothing herein shall prohibit the Trustee from
filing the application  described in the penultimate paragraph of Section 310(b)
of the  Trust  Indenture  Act as the  same  is in  effect  on the  date  of this
instrument,  or any successor provision or any other application seeking similar
relief.

     SECTION 609.  CORPORATE TRUSTEE REQUIRED;  ELIGIBILITY.  There shall at all
times be a Trustee  hereunder  which shall be a corporation  organized and doing
business  under the laws of the United  States of America,  any state thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers,  having a combined  capital  and  surplus of at least  $150,000,000  and
subject to supervision or  examination  by Federal or State  authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the  requirements of said  supervising or examining  authority,  then for the
purposes of this Section,  the combined  capital and surplus of such corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.  If at any time the Trustee shall cease
to be eligible in  accordance  with the  provisions  of this  Section,  it shall
resign  immediately in the manner and with the effect  hereinafter  specified in
this Article.

     SECTION 610.  RESIGNATION  AND REMOVAL;  APPOINTMENT  OF SUCCESSOR.  (a) No
resignation or removal of the Trustee and no appointment of a successor  Trustee
pursuant  to this  Article  shall  become  effective  until  the  acceptance  of
appointment  by  the  successor   Trustee  in  accordance  with  the  applicable
requirements of Section 611.

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

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

          (d) If at any time:

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

               (2) the Trustee shall cease to be eligible  under Section 609 and
          shall fail to resign after written request  therefor by the Company or
          any such Holder, or

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

                                      -35-
<PAGE>

then, in any such case, (i) the Company,  by a Board Resolution,  may remove the
Trustee  with  respect to all  Securities,  or (ii)  subject to Section 514, any
Holder  who has been a bona fide  Holder of a  Security  for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the removal of the Trustee  with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e) If the Trustee  shall  resign,  be removed or become  incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     with respect to the  Securities  of one or more series,  the Company,  by a
     Board  Resolution,  shall promptly appoint a successor  Trustee or Trustees
     with respect to the Securities of that or those series (it being understood
     that any such  successor  Trustee  may be  appointed  with  respect  to the
     Securities  of one or more or all of such series and that at any time there
     shall be only one Trustee with respect to the  Securities of any particular
     series) and shall comply with the applicable  requirements  of Section 611.
     If, within one year after such resignation, removal or incapability, or the
     occurrence  of such  vacancy,  a  successor  Trustee  with  respect  to the
     Securities  of any series  shall be  appointed  by Act of the  Holders of a
     majority in principal  amount of the Outstanding  Securities of such series
     delivered to the Company and the retiring Trustee, the successor Trustee so
     appointed  shall,  forthwith  upon its  acceptance of such  appointment  in
     accordance  with the  applicable  requirements  of Section 611,  become the
     successor Trustee with respect to the Securities of such series and to that
     extent  supersede the  successor  Trustee  appointed by the Company.  If no
     successor  Trustee with respect to the  Securities of any series shall have
     been so appointed by the Company or the Holders and accepted appointment in
     the manner  required  by Section  611,  any Holder who has been a bona fide
     Holder of a Security  of such series for at least six months may, on behalf
     of  himself  and all  others  similarly  situated,  petition  any  court of
     competent  jurisdiction  for the  appointment  of a successor  Trustee with
     respect to the Securities of such series.

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

     SECTION 611.  ACCEPTANCE OF  APPOINTMENT  BY SUCCESSOR.  (a) In case of the
appointment  hereunder of a successor  Trustee  with respect to all  Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to  the  Company  and  the  retiring   Trustee  an  instrument   accepting  such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  trusts and
duties of the  retiring  Trustee;  but,  on the  request  of the  Company or the
successor  Trustee,  such retiring  Trustee shall,  upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and  trusts of the  retiring  Trustee  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder.

                                      -36-
<PAGE>

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

          (c) Upon  request of any such  successor  Trustee,  the Company  shall
     execute any and all instruments for more fully and certainly vesting in and
     confirming  to such  successor  Trustee all such rights,  powers and trusts
     referred to in paragraph (a) and (b) of this Section, as the case may be.

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

     SECTION 612. MERGER,  CONVERSION,  CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation  into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or  consolidation  to which the  Trustee  shall be a party,  or any  corporation
succeeding  to all or  substantially  all the  corporate  trust  business of the
Trustee,  shall  be  the  successor  of the  Trustee  hereunder,  provided  such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

                                      -37-
<PAGE>

     SECTION 613. PREFERENTIAL  COLLECTION OF CLAIM AGAINST COMPANY. If and when
the  Trustee  shall be, or shall  become,  a creditor,  directly or  indirectly,
secured or unsecured, of the Company (or any other obligor upon the Securities),
the  Trustee  shall be subject  to the  provisions  of Section  311 of the Trust
Indenture Act.

     SECTION 614.  APPOINTMENT OF AUTHENTICATING  AGENT. At any time when any of
the Securities  remain  Outstanding,  the Trustee may appoint an  Authenticating
Agent or Agents with respect to one or more series of Securities  which shall be
authorized  to act on behalf of the Trustee to  authenticate  Securities of such
series  issued upon  exchange,  registration  of transfer or partial  redemption
thereof or pursuant to Section 306, and  Securities  so  authenticated  shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a corporation  organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent,  having a combined capital and surplus of not less than  $150,000,000 and
subject to supervision or  examination  by Federal or State  authority.  If such
Authenticating Agent publishes reports of condition at least annually,  pursuant
to law or to the requirements of said supervising or examining  authority,  then
for the  purposes  of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined  capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  such Authenticating  Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

                                      -38-
<PAGE>

     The Company  agrees to pay to each  Authenticating  Agent from time to time
reasonable compensation for its services under this Section.

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

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

                                                       CITIBANK N.A., as Trustee


                      By:_________________________________
                                                         As Authenticating Agent


                      By:_________________________________
                                                            Authorized Signatory


                                   ARTICLE VII

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The
Company will furnish or cause to be furnished to the Trustee

          (1)  semi-annually,  not later than 15 days after each Regular  Record
     Date  (or,  if  there is no  Regular  Record  Date  relating  to a  series,
     semi-annually  on  dates  set  forth  in the  Board  Resolution,  Officers'
     Certificate or supplemental indenture with respect to such series), a list,
     in such  form as the  Trustee  may  reasonably  require,  of the  names and
     addresses of the Holders as of such date, and

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

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

     SECTION 702.  PRESERVATION OF INFORMATION;  COMMUNICATIONS TO HOLDERS.  (a)
The Trustee shall preserve,  in as current a form as is reasonably  practicable,
the names and addresses of Holders  contained in the most recent list  furnished
to the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security  Registrar.  The Trustee may
destroy any list  furnished  to it as provided in Section 701 upon  receipt of a
new list so furnished.

                                      -39-
<PAGE>

          (b) The rights of  Holders to  communicate  with  other  Holders  with
     respect to their rights under this  Indenture or under the  Securities  and
     the corresponding rights and duties of the Trustee, shall be as provided by
     the Trust Indenture Act.

          (c) Every Holder of  Securities,  by  receiving  and holding the same,
     agrees with the Company  and the Trustee  that  neither the Company nor the
     Trustee nor any agent of either of them shall be held accountable by reason
     of any  disclosure of information as to names and addresses of Holders made
     pursuant to the Trust Indenture Act.

     SECTION  703.  REPORTS BY TRUSTEE.  (a) On or before May 15, 2000 and on or
before May 15 in each year thereafter, so long as any Securities are Outstanding
hereunder,  the Trustee shall  transmit to Holders such reports  concerning  the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act in the manner provided pursuant thereto.

          (b) A copy of each such report shall, at the time of such transmission
     to Holders,  be filed by the Trustee  with each  securities  exchange  upon
     which any Securities are listed,  with the Commission and with the Company.
     The Company will notify the Trustee when any  Securities  are listed on any
     securities exchange.

     SECTION 704.  REPORTS BY COMPANY.  The Company  shall file with the Trustee
and the Commission,  and transmit to Holders,  such  information,  documents and
other reports,  and such summaries  thereof,  as may be required pursuant to the
Trust  Indenture  Act at the times and in the manner  provided  pursuant to such
Act;  provided that any such  information,  documents or reports  required to be
filed by the Company with the Commission  pursuant to Section 13 or 15(d) of the
Securities  Exchange Act of 1934 shall be filed with the Trustee  within 15 days
after the same is so required to be filed with the Commission.


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 801.  COMPANY AND GUARANTOR MAY  CONSOLIDATE,  ETC, ONLY ON CERTAIN
TERMS. (a) The Company shall not consolidate with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety  to any  Person,  and the  Company  shall  not  permit  any  Person  to
consolidate  with or merge into the  Company,  or convey,  transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

               (1) the  resulting,  surviving or transferee  entity is organized
          and existing under the laws of the United States, any state thereof or
          the  District of Columbia  and (if other than the  Company)  expressly
          assumes all of the Company's  obligations under the Securities and the
          Indenture; and

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

                                      -40-
<PAGE>

               (3)  the  Company  has  delivered  to the  Trustee  an  Officers'
          Certificate   and  an  Opinion  of  Counsel  each  stating  that  such
          consolidation,  merger,  conveyance,  transfer  or  lease  and,  if  a
          supplemental   indenture   is   required  in   connection   with  such
          transaction,  such supplemental  indenture  complies with this Article
          and that all conditions precedent herein provided for relating to such
          transaction have been complied with.

          (b) A  guarantor  shall not  consolidate  with or merge into any other
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, and the guarantor shall not permit any Person
     to  consolidate  with or merge into the guarantor,  or convey,  transfer or
     lease  its  properties  and  assets  substantially  as an  entirety  to the
     guarantor, unless:

               (1) the  resulting,  surviving or transferee  entity is organized
          and existing under the laws of the United States, any state thereof or
          the District of Columbia and (if other than the  guarantor)  expressly
          assumes all of the  guarantor's  obligations  under the Securities and
          the Indenture; and

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

               (3) the  guarantor  has  delivered  to the  Trustee an  Officers'
          Certificate   and  an  Opinion  of  Counsel  each  stating  that  such
          consolidation,  merger,  conveyance,  transfer  or  lease  and,  if  a
          supplemental   indenture   is   required  in   connection   with  such
          transaction,  such supplemental  indenture  complies with this Article
          and that all conditions precedent herein provided for relating to such
          transaction have been complied with.

     SECTION  802.  SUCCESSOR  SUBSTITUTED.  (a) Upon any  consolidation  by the
Company with or merger by the Company  into any other Person or any  conveyance,
transfer or lease of the properties and assets of the Company  substantially  as
an entirety in accordance with Section 801, the successor  Person formed by such
consolidation,  or into which the Company is merged or to which such conveyance,
transfer or lease is made,  shall  succeed to, and be  substituted  for, and may
exercise  every right and power of, the Company  under this  Indenture  with the
same effect as if such  successor  Person had been named as the Company  herein,
and thereafter,  except in the case of a lease, the predecessor  Person shall be
relieved  of  all  obligations  and  covenants  under  this  Indenture  and  the
Securities.

                                      -41-
<PAGE>

     SECTION  802  SUCCESSOR  SUBSTITUTED.  (a)  Upon any  consolidation  by the
guarantor  with  or  merger  by the  guarantor  into  any  other  Person  or any
conveyance,  transfer  or lease of the  properties  and assets of the  guarantor
substantially  as an entirety in  accordance  with Section  801,  the  successor
Person formed by such consolidation, or into which the guarantor is merged or to
which such  conveyance,  transfer  or lease is made,  shall  succeed  to, and be
substituted  for, and may exercise every right and power of, the guarantor under
this Indenture  with the same effect as if such successor  Person had been named
as the guarantor  herein,  and  thereafter,  except in the case of a lease,  the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL  INDENTURES WITHOUT CONSENT OF HOLDERS.  Without
the consent of any Holders, the Company,  when authorized by a Board Resolution,
and the Trustee,  at any time and from time to time,  may enter into one or more
indentures  supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes with respect to one or more series of Securities:

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

          (2) to add to the  covenants  of the  Company  for the  benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of  Securities,  stating  that such
     covenants  are  expressly  being  included  solely for the  benefit of such
     series);  to add one or more  guarantors  and to permit such  guarantors to
     become parties to the Indenture;  or to surrender any right or power herein
     conferred upon the Company; or

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

          (4) to add to or change any of the  provisions  of this  Indenture  to
     such extent as shall be necessary to permit or  facilitate  the issuance of
     Securities in bearer form,  registrable or not registrable as to principal,
     and with or  without  interest  coupons,  or to  permit or  facilitate  the
     issuance  of  Securities  in   uncertificated   form,   provided  that  the
     uncertificated  Securities  are  issued  in the  registered  form  for  the
     purposes of Section  163(f) of the Internal  Revenue Code of 1986 or in the
     manner such that the  uncertificated  Securities  are  described in Section
     163(f)(2)(B)  of such code, or to permit or facilitate  compliance with the
     procedures or requirements  of any securities  exchange or market within or
     without  the United  States of  America  on or in which such  series may be
     proposed for listing or quotation; or

          (5) to  provide  for  modifications  of the DTC  book-entry  system or
     adoption of additional or alternative systems of book-entry systems; or

          (6) to change or eliminate any of the  provisions  of this  Indenture,
     provided that any such change or  elimination  shall become  effective only
     when there is no Security  Outstanding  of any series  created prior to the
     execution of such  supplemental  indenture which is entitled to the benefit
     of such provision; or

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

          (8)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series or to add to or change any of the  provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

                                      -42-
<PAGE>

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

     SECTION 902.  SUPPLEMENTAL  INDENTURES  WITH  CONSENT OF HOLDERS.  With the
consent of the  Holders of not less than a majority in  principal  amount of the
Outstanding  Securities  of all series  affected by the  proposed  indenture  or
indentures  supplemental  hereto  referred  to  below  by  Act of  said  Holders
delivered to the Company and the  Trustee,  the Company,  when  authorized  by a
Board  Resolution,  and the Trustee may enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying in any manner the rights of the Holders of  Securities  of such series
under this Indenture;  provided,  however,  that no such supplemental  indenture
shall,  without the consent of the Holder of each Outstanding  Security affected
thereby,

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

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

          (3)  modify any of the  provisions  of this  Section  or Section  513,
     except to increase any such  percentage  or to provide  that certain  other
     provisions  of this  Indenture  cannot be  modified  or waived  without the
     consent  of the  Holder  of each  Outstanding  Security  affected  thereby;
     provided,  however,  that this  clause  shall not be deemed to require  the
     consent of any Holder  with  respect to changes in the  references  to "the
     Trustee" and concomitant  changes in this Section,  or the deletion of this
     proviso, in accordance with the requirements of Sections 611(b) and 901(7).

          (4) make any  Security  payable in money other than that stated in the
     Security or applicable Board Resolution, Officers' Certificate or indenture
     supplemental hereto.

          (5) modify any guarantee of the  Securities  in any manner  adverse to
     the Holders of the Securities.

                                      -43-
<PAGE>

     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  this
Indenture of the Holders of Securities of any other series.

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

     After an amendment under this Section becomes effective,  the Company shall
mail to Holders of Securities a notice briefly  describing such  amendment.  The
failure to give such notice to all Holders of Securities, or any defect therein,
shall not impair or affect the validity of an amendment under this Section.

     SECTION  903.  EXECUTION  OF  SUPPLEMENTAL  INDENTURES.  In  executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article or the  modifications  thereby  of the  trusts  created by this
Indenture,  the Trustee  shall be entitled to receive,  and  (subject to Section
601) shall be fully  protected in relying  upon,  an Opinion of Counsel  stating
that the execution of such supplemental  indenture is authorized or permitted by
this  Indenture.  The Trustee may, but shall not be obligated to, enter into any
such  supplemental  indenture  which affects the  Trustee's own rights,  duties,
immunities or liabilities under this Indenture or otherwise.

     SECTION 904. EFFECT OF SUPPLEMENTAL  INDENTURES.  Upon the execution of any
supplemental  indenture under this Article,  this Indenture shall be modified in
accordance therewith,  and such supplemental indenture shall form a part of this
Indenture  for all  purposes;  and every  Holder of  Securities  theretofore  or
thereafter authenticated and delivered hereunder shall be bound thereby.

     SECTION  905.  CONFORMITY  WITH TRUST  INDENTURE  ACT.  Every  supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to this  Article  may,  and shall if required  by the  Trustee,  bear a
notation in form  approved by the Trustee as to any matter  provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the Company,
to any such  supplemental  indenture may be prepared and executed by the Company
and such  Securities  may be  authenticated  and  delivered  by the  Trustee  in
exchange for Outstanding Securities of such series.


                                      -44-
<PAGE>

                                    ARTICLE X

                                    COVENANTS

     SECTION  1001.  PAYMENT OF  PRINCIPAL,  PREMIUM AND  INTEREST.  The Company
covenants and agrees for the benefit of each series of  Securities  that it will
duly and punctually  pay the principal of (and premium,  if any) and interest on
the Securities of that series in accordance with the terms of the Securities and
this Indenture.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in
each Place of Payment  for any series of  Securities  an office or agency  where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities  of that series 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 of the  Trustee,  and the
Company  hereby   appoints  the  Trustee  as  its  agent  to  receive  all  such
presentations, surrenders, notices and demands.

     The Company may also from time to time  designate one or more other offices
or  agencies  where the  Securities  of one or more series may be  presented  or
surrendered  for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for  Securities  of any series 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.

     SECTION 1003.  MONEY FOR  SECURITIES  PAYMENTS TO BE HELD IN TRUST.  If the
Company shall at any time act as its own Paying Agent with respect to any series
of  Securities,  it will,  on or before each due date of the  principal  of (and
premium, if any) or interest on any of the Securities of that series,  segregate
and  hold in  trust  for the  benefit  of the  Persons  entitled  thereto  a sum
sufficient  to pay the principal  (and premium,  if any) or interest so becoming
due until such sums shall be paid to such  Persons or  otherwise  disposed of as
herein provided and will promptly notify the Trustee of its failure so to act.

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

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

                                      -45-
<PAGE>

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

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

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

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

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company in trust for the payment of the principal of (and  premium,  if any)
or interest on any Security of any series and  remaining  unclaimed for one year
after  such  principal  (and  premium,  if any) or  interest  has become due and
payable shall be paid to the Company,  on Company  Request,  or (if then held by
the  Company)  shall be  discharged  from  such  trust;  and the  Holder of such
Security shall thereafter,  as an unsecured  general creditor,  look only to the
Company for payment  thereof,  and all  liability  of the Trustee or such Paying
Agent with  respect to such trust  money,  and all  liability  of the Company as
trustee thereof, shall thereupon cease;  provided,  however, that the Trustee or
such Paying Agent, before being required to make any such repayment,  may at the
expense of the Company cause to be published  once, in a newspaper  published in
the English language,  customarily published on each Business Day and of general
circulation in the Borough of Manhattan,  The City of New York, notice that such
money remains  unclaimed and that, after a date specified  therein,  which shall
not be less  than 30 days  from  the  date of such  publication,  any  unclaimed
balance of such money then remaining will be repaid to the Company.

     SECTION 1004.  CORPORATE  EXISTENCE.  Subject to Article Eight, the Company
will do or cause to be done all things  necessary  to preserve  and keep in full
force and effect its corporate existence.

     SECTION 1005. WAIVER OF CERTAIN COVENANTS.  A Board Resolution or Officers'
Certificate or indenture  supplemental  hereto which  establishes the terms of a
series of Securities may provide that specified terms, provisions and conditions
are  subject  to this  Section.  In  such  event  the  Company  may  omit in any
particular  instance to comply with any such term,  provision or condition  with
respect to the Securities of such series if before the time for such  compliance
the Holders of a majority in principal  amount of the Outstanding  Securities of
such series shall, by Act of such Holders,  either waive such compliance in such
instance or generally waive  compliance with such term,  provision or condition.
No such waiver  shall  extend to or affect  such term,  provision  or  condition
except to the extent so  expressly  waived,  and until such waiver  shall become
effective,  the  obligations  of the  Company  and the duties of the  Trustee in
respect of any such term,  provision or condition shall remain in full force and
effect.

                                      -46-
<PAGE>

     SECTION 1006. CERTIFICATE TO TRUSTEE. So long as the same shall be required
by the Trust Indenture Act, the Company will deliver to the Trustee,  within 120
days of the end of each  fiscal  year  (or  such  other  time or times as may be
required by the Trust  Indenture Act as then in effect) a certificate  signed by
its  principal  executive  officer,  principal  financial  officer or  principal
accounting  officer as to his or her knowledge of the Company's  compliance with
all  conditions  and  covenants  under this  Indenture  (such  compliance  to be
determined  without  regard  to any  period  of grace or  requirement  of notice
provided  in  this  Indenture)  or in  such  other  form  and  with  such  other
signatories as may be required by the Trust Indenture Act as then in effect.


                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

     SECTION 1101. APPLICABILITY OF ARTICLE.  Securities of any series which are
redeemable  before their Stated  Maturity shall be redeemable in accordance with
their terms and (except as otherwise  specified as  contemplated  by Section 301
for Securities of any series) in accordance with this Article.

     SECTION 1102.  ELECTION TO REDEEM;  NOTICE TO TRUSTEE.  The election of the
Company to redeem any Securities  shall be evidenced by a Board  Resolution.  In
the case of any  redemption at the election of the Company of all the Securities
of any series,  the Company shall, at least 35 days prior to the Redemption Date
fixed by the  Company  (unless a shorter  period  shall be  satisfactory  to the
Trustee),  notify the Trustee of such Redemption Date. In case of any redemption
at the  election of the Company of less than all the  Securities  of any series,
the Company shall,  at least 40 days prior to the  Redemption  Date fixed by the
Company (unless a shorter period shall be  satisfactory to the Trustee),  notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of securities prior to
the expiration of any  restriction on such  redemption  provided in the terms of
such  Securities or elsewhere in this  Indenture,  the Company shall furnish the
Trustee  with  an  Officers'   Certificate   evidencing   compliance  with  such
restriction. The Company may rescind its election to redeem Securities by notice
to the  Trustee  at any time on or before 20 days prior to the  Redemption  Date
(unless a shorter period shall be  satisfactory  to the Trustee).  To the extent
the foregoing  rescission  provisions and the  rescission  provisions of Section
1104 are inconsistent with applicable book-entry procedures of DTC, or any other
record owner of registered global securities,  such rescission  provisions shall
be modified to the extent  necessary to permit  coordination  or conformity with
such procedures,  but the minimum time limitations of the rescission  provisions
shall not be reduced.

     SECTION 1103.  SELECTION BY TRUSTEE OF  SECURITIES TO BE REDEEMED.  If less
than all the  Securities  of like tenor of any series  are to be  redeemed,  the
particular  Securities  to be redeemed  shall be selected  not more than 35 days
prior to the Redemption  Date (unless a shorter period shall be  satisfactory to
the Trustee and the Company) by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption  of  portions  (equal  to the  minimum  authorized  denomination  for
Securities  of that series or any integral  multiple  thereof) of the  principal
amount of such Securities of a denomination  larger than the minimum  authorized
denomination for such Securities.

                                      -47-
<PAGE>

     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 Securities which has been or is to be redeemed.

     SECTION 1104. NOTICE OF REDEMPTION.  Notice of redemption shall be given by
first-class mail, postage prepaid,  mailed at least 15 days but not 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 the Outstanding Securities of any series are
          to be  redeemed,  the  identification  (and,  in the  case of  partial
          redemption,  the principal amounts) 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  to be  redeemed  and,  if
          applicable,  that  interest  thereon will cease to accrue on and after
          said date,

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

               (6) that the  redemption  is for a sinking  fund,  if such is the
          case, and

               (7) if the  Company  intends to retain  its right to rescind  the
          redemption,  the  last  date  by  which  notice  of  rescission  of  a
          redemption of Securities may be given.

          Notice of  redemption  of Securities to be redeemed at the election of
     the Company, and any notice of the rescission of any such redemption, shall
     be given by the Company or, at the Company's request, by the Trustee in the
     name and at the expense of the  Company.  Any notice of  rescission  of any
     redemption  shall be given on or  before  12 days  prior to the  applicable
     Redemption Date.

                                      -48-
<PAGE>

     SECTION 1105.  DEPOSIT OF  REDEMPTION  PRICE.  On or before 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 1003) an amount of money sufficient to pay on the Redemption
Date the  Redemption  Price of, and (except if the  Redemption  Date shall be an
Interest  Payment Date) accrued  interest on, all the Securities which are to be
redeemed on that date.

     SECTION 1106.  SECURITIES  PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid  (and not rescinded  within the time  limitations
referred to above),  the Securities so to be redeemed  shall,  on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from
and after such date  (unless  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
installments  of interest whose Stated Maturity is on or prior to the Redemption
Date  shall  be  payable  to the  Holders  of  such  Securities,  or one or more
Predecessor  Securities,  registered  as such at the  close of  business  on the
relevant  Record Dates  according to their terms and the  provisions  of Section
307.

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

     SECTION  1107.  SECURITIES  REDEEMED IN PART.  Any Security  which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the  Company or the  Trustee so  requires,  due  endorsement  by or a written
instrument of transfer in form  satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute and the Trustee shall  authenticate and deliver to the
Holder of such Security  without service charge, a new Security or Securities of
the same series and of like tenor, of an 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 XII

                                  SINKING FUNDS

     SECTION  1201.  APPLICABILITY  OF ARTICLE.  The  provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  301 for
Securities of such series.

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

                                      -49-
<PAGE>

     SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH  SECURITIES.  The
Company  (1) may  deliver  Outstanding  Securities  of a series  (other than any
previously  called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed  either at the election of the Company  pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities,  in each case in
satisfaction  of all or any part of any sinking fund payment with respect to the
Securities  of such  series  required  to be made  pursuant to the terms of such
Securities  as  provided  for by the terms of such  series;  provided  that such
Securities  have not been  previously  so  credited.  Such  Securities  shall be
received and credited  for such purpose by the Trustee at the  Redemption  Price
specified in such  Securities  for redemption  through  operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     SECTION 1203.  REDEMPTION OF SECURITIES  FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for any series of  Securities,  the
Company  will  deliver to the Trustee an Officers'  Certificate  specifying  the
amount of the next ensuing  sinking fund payment for that series pursuant to the
terms of that series,  the portion thereof,  if any, which is to be satisfied by
payment of cash and the portion  thereof,  if any,  which is to be  satisfied by
delivering and crediting  Securities of that series pursuant to Section 1202 and
will also deliver to the Trustee any  Securities  to be so  delivered.  Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the  Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the  expense  of the  Company in the  manner  provided  in
Section  1104.  Such  notice  having  been duly given,  the  redemption  of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
1106 and 1107.


                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION  1301.  APPLICABILITY  OF  ARTICLE;   COMPANY'S  OPTION  TO  EFFECT
DEFEASANCE  OR  COVENANT  DEFEASANCE.  If pursuant  to this  Article  XIII or an
indenture  supplemental  hereto,  provision  is made  for  either  or all of (a)
defeasance of the  Securities of a series under Section 1302,  (b) defeasance of
the Securities of a series under Section 1303 or (c) covenant  defeasance of the
Securities of a series under Section 1304,  then the  provisions of such Section
or Sections,  as the case may be,  together  with the other  provisions  of this
Article Thirteen,  shall be applicable to the Securities of such series, and the
Company  may at its option by or pursuant  to a Board  Resolution,  at any time,
with  respect to the  Securities  of such series,  elect to have either  Section
1302,  1303 or  Section  1304 (if  applicable)  be  applied  to the  Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Thirteen.

     SECTION 1302.  DEFEASANCE  WITHIN ONE YEAR OF PAYMENT.  Except as otherwise
provided in this Section 1302, the Company may terminate its  obligations  under
the  Securities of any series and this  Indenture  with respect to Securities of
such series if:

                                      -50-
<PAGE>

     (a) all Securities of such series  previously  authenticated  and delivered
(other than destroyed,  lost or wrongfully  taken Securities of such series that
have been  replaced  or  Securities  of such  series  that are paid  pursuant to
Section 1001 or  Securities of such series for whose payment money or securities
have  theretofore  been held in trust and thereafter  repaid to the Company,  as
provided in Section  1306) have been  delivered to the Trustee for  cancellation
and the Company has paid all sums payable by it hereunder; or

     (b) (i) the Securities of such series mature within one year or all of them
are to be called for redemption within one year under arrangements  satisfactory
to the Trustee for giving the notice of redemption, (ii) the Company irrevocably
deposits in trust with the Trustee, as trust funds solely for the benefit of the
Holders  of  such  Securities  for  that  purpose,   money  or  U.S.  Government
Obligations  or a  combination  thereof  sufficient  (unless such funds  consist
solely of money), in the opinion of a nationally  recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee,  without  consideration  of any  reinvestment,  to pay Principal of and
interest on the Securities of such series to maturity or redemption, as the case
may be, and to pay all other sums payable by it hereunder, and (iii) the Company
delivers to the Trustee an Officers'  Certificate and an Opinion of Counsel,  in
each case stating that all conditions  precedent provided for herein relating to
the  satisfaction and discharge of this Indenture with respect to the Securities
of such series have been complied with.

     With respect to the foregoing  clause (a),  only the Company's  obligations
under  Sections 607,  1305 and 1306 in respect of the  Securities of such series
shall survive the date of the Maturity of such series or earlier payment of such
Securities.  With  respect  to the  foregoing  clause  (b),  only the  Company's
obligations in Article 305, 306, 311, 607, 610,  1002,  1305 and 1306 in respect
of the Securities of such series shall survive the date of  satisfaction of such
clause (b) (and such sections shall survive until the earlier of the date of the
Maturity  of such  series  or  payment  of such  series.)  Thereafter,  only the
Company's obligations and entitlements in Sections 607, 1305 and 1306 in respect
of the  Securities of such series shall survive the date of the Maturity of such
series.  After any such irrevocable  deposit,  the Trustee shall  acknowledge in
writing the discharge of the Company's  obligations under the Securities of such
series and this  Indenture  with respect to the Securities of such series except
for those surviving  obligations  specified  above.  The obligations of any then
current  guarantor or guarantors shall terminate except for its guarantee of the
Company's obligations under Section 607.

     SECTION 1303.  DEFEASANCE.  Except as provided  below,  the Company will be
deemed  to have  paid and will be  discharged  from any and all  obligations  in
respect of the  Securities of any series and the  provisions  of this  Indenture
will no longer be in effect with respect to the  Securities  of such series (and
the Trustee,  at the expense of the Company,  shall execute  proper  instruments
acknowledging the same);  provided that the following conditions shall have been
satisfied:

          (a) the Company has irrevocably deposited in trust with the Trustee as
     trust funds solely for the benefit of the Holders of the Securities of such
     series,  for payment of the Principal of and interest on the  Securities of
     such series, money or U.S. Government  Obligations or a combination thereof
     sufficient (unless such funds consist solely of money), in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written   certification   thereof   delivered   to  the   Trustee   without
     consideration of any  reinvestment and after payment of all federal,  state
     and local taxes or other charges and assessments in respect thereof payable
     by the Trustee,  to pay and discharge the Principal of and accrued interest
     on the  Outstanding  Securities  of such  series  to  maturity  or  earlier
     redemption (irrevocably provided for under arrangements satisfactory to the
     Trustee), as the case may be;

                                      -51-
<PAGE>

          (b) such  deposit  will not  result  in a breach or  violation  of, or
     constitute a default under, this Indenture or any other material  agreement
     or instrument to which the Company is a party or by which it is bound;

          (c) no Default  with  respect to the  Securities  of such series shall
     have occurred and be continuing on the date of such deposit or,  insofar as
     a default  described in clauses (5) or (6) of Section 501 is concerned,  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 satisfied
     until the expiration of such period);

          (d) the Company  shall have  delivered to the Trustee (1) either (x) a
     ruling  directed to the Trustee  received from the United  States  Internal
     Revenue  Service to the effect that the Holders of the  Securities  of such
     series  will not  recognize  income,  gain or loss for  federal  income tax
     purposes as a result of the  Company's  exercise  of its option  under this
     Section  1303 and will be subject to federal  income tax on the same amount
     and in the same manner and at the same times as would have been the case if
     such deposit and defeasance had not occurred,  or (y) an Opinion of Counsel
     to the same  effect as the ruling  described  in clause (x) above and based
     upon a change in law,  and (2) an Opinion of Counsel to the effect that the
     Holders of the Securities of such series have a valid security  interest in
     the trust funds subject to no prior liens under the UCC; and

          (e) the Company has delivered to the Trustee an Officers'  Certificate
     and an  Opinion  of  Counsel,  in each  case  stating  that all  conditions
     precedent  provided for herein  relating to the defeasance  contemplated by
     this Section 1303 of the Securities of such series have been complied with.

     Only the Company's  obligations and  entitlements in Article 305, 306, 311,
607,  610,  1002,  1305 and 1306 with respect to the  Securities  of such series
shall  survive  after  such  defeasance  and  until the later of the date of the
Maturity  of such  series  or  payment  of such  series.  Thereafter,  only  the
Company's  obligations  in  Sections  607,  1305 and  1306  shall  survive.  The
obligations of any then current  guarantor or guarantors  shall terminate except
for its guarantee of the Company's obligations under Section 607.

     SECTION 1304. COVENANT DEFEASANCE.  The Company may (i) omit to comply with
any one or more terms,  provisions or conditions set forth in Articles IV and V,
Article VI (except  Sections 607 and 610),  Articles  VII,  VIII,  IX, X (except
Section 1001 and 1002), Article XI, Article XII and Article XIII (except Section
1305 and 1306),  (provided  that the  Company  may elect to comply  with a term,
provision or condition or a portion thereof or may elect conditional  compliance
therewith by specifying  its election in an Officers'  Certificate  delivered to
the Trustee) and (ii) omit to comply with any  specific  covenant  relating to a
series established in a Board Resolution or supplemental indenture, or Officer's
Certificate  pursuant to such Board Resolution or such  supplemental  indenture,
that may be defeased  pursuant to this Section 1304;  and such omission shall be
deemed not to be an Event of Default  under  clauses (4) or (7) of Section  501,
with respect to Securities of one or more series if:

                                      -52-
<PAGE>

          (a) the Company has irrevocably deposited in trust with the Trustee as
     trust funds solely for the benefit of the Holders of the Securities of such
     series,  for  payment of the  Principal  of and  interest,  if any,  on the
     Securities  of such  series,  money  or U.S.  Government  Obligations  or a
     combination  thereof in an amount  sufficient  (unless  such funds  consist
     solely  of  money),  in the  opinion  of a  nationally  recognized  firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee  without  consideration  of any  reinvestment  and
     after  payment of all federal,  state and local taxes or other  charges and
     assessments in respect thereof payable by the Trustee, to pay and discharge
     the Principal of and accrued interest on the outstanding Securities of such
     series to maturity or earlier  redemption  (irrevocably  provided for under
     arrangements satisfactory to the Trustee), as the case may be;

          (b) such  deposit  will not  result  in a breach or  violation  of, or
     constitute a default under, this Indenture or any other material  agreement
     or instrument to which the Company is a party or by which it is bound;

          (c) no Default  with  respect to the  Securities  of such series shall
     have occurred and be continuing on the date of such deposit or,  insofar as
     a default described in clauses (5) or (6) of Section 501 are concerned,  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 satisfied
     until the expiration of such period);

          (d) the Company has  delivered to the Trustee an Opinion of Counsel to
     the effect that the Holders of the  Securities  of such series have a valid
     security  interest in the trust  funds  subject to no prior liens under the
     UCC; and

          (e) the Company has delivered to the Trustee an Officers'  Certificate
     and an  Opinion  of  Counsel,  in each  case  stating  that all  conditions
     precedent   provided  for  herein  relating  to  the  covenant   defeasance
     contemplated  by this  Section 1304 of the  Securities  of such series have
     been complied with.

     Notwithstanding  the  foregoing   provisions  of  Section  1304,  only  the
Company's  obligations and entitlements in Article III, 607, 610, 1001, 1002 and
1306 with respect to the Securities of such series shall survive such defeasance
and until the later of the date of the  Maturity  of such  series or  payment of
such series.  Thereafter,  only the Company's  obligations  and  entitlements in
Sections 607, 1305 and 1306 shall survive.  The  obligations of any then current
guarantor  or  guarantors  shall  terminate  except  for  its  guarantee  of the
Company's obligations under Section 607.

     SECTION 1305.  APPLICATION  OF TRUST MONEY.  Subject to Section  1306,  the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 1302, 1303 or 1304, as the case may be, in
respect of the Securities of any series and shall apply the deposited  money and
the proceeds from deposited U.S.  Government  Obligations in accordance with the
Securities of such series and this  Indenture to the payment of Principal of and
interest on the Securities of such series; 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
1302,  1303 or 1304, as the case may be, or the Principal and interest  received
in respect thereof,  other than any such tax, fee or other charge that by law is
for the account of the Holders.

                                      -53-
<PAGE>

     SECTION 1306. REPAYMENT TO COMPANY. Subject to Sections 607, 1302, 1303 and
1304,  the Trustee and the Paying  Agent shall  promptly pay to the Company upon
request set forth in an Officers' Certificate any money held by them at any time
and not required to make payments hereunder and thereupon shall be relieved from
all liability with respect to such money. The Trustee and the Paying Agent shall
pay to the Company upon  written  request any money held by them and required to
make payments  hereunder  under this  Indenture  that remains  unclaimed for two
years;  provided that the Trustee or such Paying Agent before being  required to
make any payment may cause to be published at the expense of the Company once in
an Authorized  Newspaper in The City of New York or with respect to any Security
the  interest  on  which is based on the  offered  quotations  in the  interbank
Eurodollar  market for dollar  deposits in an Authorized  Newspaper in London or
mail to each  Holder  entitled  to such money at such  Holder's  address (as set
forth in the Security  Register)  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,  Holders
entitled to such money must look to the Company for payment as general creditors
unless an applicable law  designates  another  Person,  and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.


                                   ARTICLE XIV

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

     SECTION 1401.  INDENTURE AND SECURITIES  SOLELY CORPORATE  OBLIGATIONS.  No
recourse under or upon any obligation,  covenant or agreement of this Indenture,
any supplemental indenture or of any Security, or for any claim based thereon or
otherwise  in  respect   thereof,   shall  be  had  against  any   incorporator,
shareholder,  officer or  director,  as such,  past,  present or future,  of the
Company or of any  successor  Person  either  directly or through  the  Company,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement  of any  assessment  or penalty  or  otherwise;  it being  expressly
understood that this Indenture and the obligations  issued  hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators,  shareholders, officers or
directors,  as such, of the Company or of any successor  Person, or any of them,
because of the creation of the indebtedness  hereby  authorized,  or under or by
reason of the obligations,  covenants or agreements  contained in this Indenture
or in any of the  Securities  or  implied  therefrom;  and that any and all such
personal  liability,  either at common  law or in equity or by  constitution  or
statute,  of,  and any and all  such  rights  and  claims  against,  every  such
incorporator, shareholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements  contained in this Indenture or in any of the Securities
or implied  therefrom,  are hereby  expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                                      -54-
<PAGE>

                                    * * * * *

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




                                      -55-
<PAGE>




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

                            ELECTRIC LIGHTWAVE, INC.



                      By:__________________________________
                                     Title:
                                              Name:

Attest:



--------------------------
Secretary

                            CITIBANK N.A., as Trustee



                      By:__________________________________
                                     Title:
                                              Name:

Attest:



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





                                      -56-
<PAGE>




County of Fairfield          )
                             ) ss.:
State of Connecticut         )

         On the 27th day of April,  1999,  before me  personally  came Robert J.
DeSantis to me known, who, being by me duly sworn, did depose and say that he is
Chief  Financial  Officer,  Vice President and Treasurer of ELECTRIC  LIGHTWAVE,
INC.,  one of the  corporations  described in and which  executed the  foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate  seal; that it was so affixed by authority of
the Board of Directors of said corporation,  and that he signed his name thereto
by like authority.

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




                                      -57-
<PAGE>




County of New York         )
                           ) ss.:
State of New York          )

         On this 27th day of April in the year of 1999 before me personally came
Florence Mills to me personally known, who being by me duly sworn did depose and
say that she is a Senior Trust Officer of Citibank N.A., one of the corporations
described in and which executed the foregoing Indenture; that she knows the seal
of said  corporation;  that the seal  affixed to said  instrument  opposite  the
execution  thereof on behalf of said  corporation  is the corporate seal of said
corporation;  that said  instrument  was signed and said  corporate  seal was so
affixed on behalf of said  corporation  by  authority  and order of its board of
directors;  that  she  signed  her  name  thereto  by  like  authority;  and she
acknowledged  said  instrument  to be her free act and deed and the free act and
deed of said Citibank N.A.

         IN WITNESS  WHEREOF I have hereunto set my hand and affixed my official
seal,  at New York in said  State of New  York,  the day and  year  first  above
written.



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










                                      -58-