<PAGE>

                                                                     EXHIBIT 4.3

================================================================================

                                NRG ENERGY, INC.

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

                                    INDENTURE

                       Dated as of________________ , 2005

                    Law Debenture Trust Company of New York,
                                   as Trustee

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE...................................................   1
         Section 1.1.      Definitions..................................................................   1
         Section 1.2.      Other Definitions............................................................   7
         Section 1.3.      Incorporation by Reference of Trust Indenture Act............................   7
         Section 1.4.      Rules of Construction........................................................   8
ARTICLE II. THE SECURITIES..............................................................................   8
         Section 2.1.      Issuable in Series...........................................................   8
         Section 2.2.      Establishment of Terms of Series of Securities...............................   9
         Section 2.3.      Execution and Authentication.................................................  11
         Section 2.4.      Registrar and Paying Agent...................................................  12
         Section 2.5.      Paying Agent to Hold Money in Trust..........................................  12
         Section 2.6.      Securityholder Lists.........................................................  13
         Section 2.7.      Transfer and Exchange........................................................  13
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities.............................  13
         Section 2.9.      Outstanding Securities.......................................................  14
         Section 2.10.     Treasury Securities..........................................................  15
         Section 2.11.     Temporary Securities.........................................................  15
         Section 2.12.     Cancellation.................................................................  15
         Section 2.13.     Defaulted Interest...........................................................  15
         Section 2.14.     Global Securities............................................................  15
         Section 2.15.     CUSIP Numbers................................................................  17
ARTICLE III. REDEMPTION.................................................................................  17
         Section 3.1.      Notice to Trustee............................................................  17
         Section 3.2.      Selection of Securities to be Redeemed or Repurchased........................  17
         Section 3.3.      Notice of Redemption.........................................................  18
         Section 3.4.      Effect of Notice of Redemption...............................................  18
         Section 3.5.      Deposit of Redemption Price..................................................  19
         Section 3.6.      Securities Redeemed in Part..................................................  19
ARTICLE IV. COVENANTS...................................................................................  19
         Section 4.1.      Payment of Principal and Interest............................................  19
         Section 4.2.      Maintenance of Office or Agency..............................................  19
         Section 4.3.      SEC Reports..................................................................  20
         Section 4.4.      Compliance Certificate.......................................................  20
         Section 4.5.      Taxes........................................................................  21
         Section 4.6.      Stay, Extension and Usury Laws...............................................  21
         Section 4.7.      Corporate Existence..........................................................  21
ARTICLE V. SUCCESSORS...................................................................................  22
         Section 5.1.      Merger, Consolidation, or Sale of Assets.....................................  22
         Section 5.2.      Successor Corporation Substituted............................................  23
ARTICLE VI. DEFAULTS AND REMEDIES.......................................................................  23
         Section 6.1.      Events of Default............................................................  23
         Section 6.2.      Acceleration.................................................................  25
         Section 6.3.      Other Remedies...............................................................  25
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                      <C>
         Section 6.4.      Waiver of Past Defaults......................................................  26
         Section 6.5.      Control by Majority..........................................................  26
         Section 6.6.      Limitation on Suits..........................................................  26
         Section 6.7.      Rights of Holders of Notes to Receive Payment................................  27
         Section 6.8.      Collection Suit by Trustee...................................................  27
         Section 6.9.      Trustee May File Proofs of Claim.............................................  27
         Section 6.10.     Priorities...................................................................  28
         Section 6.11.     Undertaking for Costs........................................................  28
ARTICLE VII. TRUSTEE....................................................................................  28
         Section 7.1.      Duties of Trustee............................................................  28
         Section 7.2.      Rights of Trustee............................................................  30
         Section 7.3.      Individual Rights of Trustee.................................................  31
         Section 7.4.      Trustee's Disclaimer.........................................................  31
         Section 7.5.      Notice of Defaults...........................................................  31
         Section 7.6.      Reports by Trustee to Holders................................................  31
         Section 7.7.      Compensation and Indemnity...................................................  32
         Section 7.8.      Replacement of Trustee.......................................................  32
         Section 7.9.      Successor Trustee by Merger, etc.............................................  33
         Section 7.10.     Eligibility; Disqualification................................................  33
         Section 7.11.     Preferential Collection of Claims Against Company............................  34
ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..................................................  34
         Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.....................  34
         Section 8.2.      Legal Defeasance and Discharge...............................................  34
         Section 8.3.      Covenant Defeasance..........................................................  35
         Section 8.4.      Conditions to Legal or Covenant Defeasance...................................  35
         Section 8.5.      Deposited Money and Government Securities to be Held in Trust; Other
                           Miscellaneous Provisions.....................................................  36
         Section 8.6.      Repayment to Company.........................................................  37
         Section 8.7.      Reinstatement................................................................  37
ARTICLE IX. AMENDMENTS AND WAIVERS......................................................................  37
         Section 9.1.      Without Consent of Holders...................................................  37
         Section 9.2.      With Consent of Holders......................................................  38
         Section 9.3.      Limitations..................................................................  39
         Section 9.4.      Compliance with Trust Indenture Act..........................................  40
         Section 9.5.      Revocation and Effect of Consents............................................  40
         Section 9.6.      Notation on or Exchange of Securities........................................  40
         Section 9.7.      Trustee Protected............................................................  40
ARTICLE X. SATISFACTION AND DISCHARGE...................................................................  41
         Section 10.1.     Satisfaction and Discharge...................................................  41
         Section 10.2.     Application of Trust Money...................................................  42
ARTICLE XI. MISCELLANEOUS...............................................................................  42
         Section 11.1.     Trust Indenture Act Controls.................................................  42
         Section 11.2.     Notices......................................................................  42
         Section 11.3.     Communication by Holders with Other Holders..................................  43
         Section 11.4.     Certificate and Opinion as to Conditions Precedent...........................  43
         Section 11.5.     Statements Required in Certificate or Opinion................................  43
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                      <C>
         Section 11.6.     Rules by Trustee and Agents..................................................  44
         Section 11.7.     Legal Holidays...............................................................  44
         Section 11.8.     No Recourse Against Others...................................................  44
         Section 11.9.     Counterparts.................................................................  44
         Section 11.10.    Governing Laws...............................................................  44
         Section 11.11.    No Adverse Interpretation of Other Agreements................................  45
         Section 11.12.    Successors...................................................................  45
         Section 11.13.    Severability.................................................................  45
         Section 11.14.    Table of Contents, Headings, Etc.............................................  45
         Section 11.15.    Securities in a Foreign Currency or in ECU...................................  45
         Section 11.16.    Judgment Currency............................................................  46
ARTICLE XII. SINKING FUNDS..............................................................................  46
         Section 12.1.     Applicability of Article.....................................................  46
         Section 12.2.     Satisfaction of Sinking Fund Payments with Securities........................  47
         Section 12.3.     Redemption of Securities for Sinking Fund....................................  47
</TABLE>

                                       iii
<PAGE>

                                NRG ENERGY, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
               Indenture, dated as of ______________________, 2005

<TABLE>
<S>                                                                                              <C>
Section 310(a)(1)    ......................................................................      7.10
       (a)(2)        ......................................................................      7.10
       (a)(3)        ......................................................................      Not Applicable
       (a)(4)        ......................................................................      Not Applicable
       (a)(5)        ......................................................................      7.10
          (b)        ......................................................................      7.10
    Section 311(a)   ......................................................................      7.11
          (b)        ......................................................................      7.11
          (c)        ......................................................................      Not Applicable
    Section 312(a)   ......................................................................      2.6
          (b)        ......................................................................      10.3
          (c)        ......................................................................      10.3
    Section 313(a)   ......................................................................      7.6
       (b)(1)        ......................................................................      7.6
       (b)(2)        ......................................................................      7.6
       (c)(1)        ......................................................................      7.6
          (d)        ......................................................................      7.6
    Section 314(a)   ......................................................................      4.2, 10.5
          (b)        ......................................................................      Not Applicable
       (c)(1)        ......................................................................      10.4
       (c)(2)        ......................................................................      10.4
       (c)(3)        ......................................................................      Not Applicable
          (d)        ......................................................................      Not Applicable
          (e)        ......................................................................      10.5
          (f)        ......................................................................      Not Applicable
    Section 315(a)   ......................................................................      7.1
          (b)        ......................................................................      7.5
          (c)        ......................................................................      7.1
          (d)        ......................................................................      7.1
          (e)        ......................................................................      6.14
    Section 316(a)   ......................................................................      2.10
    (a)(1)(A)        ......................................................................      6.12
    (a)(1)(B)        ......................................................................      6.13
          (b)        ......................................................................      6.8
Section 317(a)(1)    ......................................................................      6.3
       (a)(2)        ......................................................................      6.4
          (b)        ......................................................................      2.5
    Section 318(a)   ......................................................................      11.1
</TABLE>

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

                                       iv
<PAGE>

            Indenture dated as of______________ , 2005 between NRG Energy, Inc.,
a Delaware corporation ("Company"), and Law Debenture Trust Company of New York,
as trustee ("Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.1. Definitions.

            "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified
herein or therein and which are owing to such Holders.

            "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 purposes of this definition, "control",
as used with respect to any person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. .

            "Agent" means any Registrar, Paying Agent or Service Agent.

            "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of "Capital Lease Obligation."

            "Authorized Newspaper" means a newspaper in an official language of
the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such
notice.

            "Bearer" means anyone in possession from time to time of a Bearer
Security.

<PAGE>

            "Bearer Security" means any Security, including any interest coupon
appertaining thereto, that does not provide for the identification of the Holder
thereof.

            "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of
      such board;

            (2) with respect to a partnership, the Board of Directors of the
      general partner of the partnership;

            (3) with respect to a limited liability company, the managing member
      or members or any controlling committee of managing members thereof; and

            (4) with respect to any other person, the board or committee of such
      person serving a similar function.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to
be in full force and effect on the date of the certificate and delivered to the
Trustee.

            "Business Day" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.

            "Capital Lease Obligation" means, at the time any determination is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

            "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and

            (4) any other interest or participation that confers on a person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing person, but excluding from all of the foregoing any debt
securities convertible into Capital Stock, whether or not such debt securities
include any right of participation with Capital Stock.

                                        2
<PAGE>

            "Company" means the party named as such above until a
successor replaces it and thereafter means the successor.

            "Company Order" means a written order signed in the name of the
Company by two Officers, one of whom must be the Company's principal executive
officer, principal financial officer or principal accounting officer.

            "Company Request" means a written request signed in the name of the
Company by its Chief Executive Officer, the 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.

            "Default" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

            "Depository" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

            "Discount Security" means any Security that provides for an amount
less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

            "Dollars" and "$"means the currency of The United States of America.

            "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Foreign Currency" means any currency or currency unit issued by a
government other than the government of The United States of America.

            "Foreign Government Obligations" means, with respect to Securities
of any Series that are denominated in a Foreign Currency, (i) direct obligations
of the government that issued or caused to be issued such currency for the
payment of which obligations its full faith and credit is pledged or (ii)
obligations of a person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is
unconditionally

                                        3
<PAGE>

guaranteed as a full faith and credit obligation by such government, which, in
either case under clauses (i) or (ii), are not callable or redeemable at the
option of the issuer thereof.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

            "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

            "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

            "Hedging Obligations" means, with respect to any specified person,
the obligations of such person under:

            (1)currency exchange, interest rate or commodity swap agreements,
currency exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements, and

            (2)(i) agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates, commodity prices or
commodity transportation or transmission pricing or availability; (ii) any
netting arrangements, power purchase and sale agreements, fuel purchase and sale
agreements, swaps, options and other agreements, in each case, that fluctuate in
value with fluctuations in energy, power or gas prices; and (iii) agreements or
arrangements for commercial or trading activities with respect to the purchase,
transmission, distribution, sale, lease or hedge of any energy related commodity
or service.

            "Holder" or "Securityholder" means a person in whose name a Security
is registered or the holder of a Bearer Security.

            "Indebtedness" means, with respect to any specified person, any
indebtedness of such person (excluding accrued expenses and trade payables),
whether or not contingent:

            (1)in respect of borrowed money;

                                        4
<PAGE>

            (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

            (3)in respect of banker's acceptances;

            (4)representing Capital Lease Obligations or Attributable Debt in
respect of sale and leaseback transactions;

            (5)representing the balance deferred and unpaid of the purchase
price of any property (including trade payables) or services due more than six
months after such property is acquired or such services are completed; or

            (6)representing the net amount owing under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified person (whether or not such Indebtedness is
assumed by the specified person) and, to the extent not otherwise included, the
Guarantee by the specified person of any Indebtedness of any other person;
provided, that the amount of such Indebtedness shall be deemed not to exceed the
lesser of the amount secured by such Lien and the value of the person's property
securing such Lien.

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

            "interest" with respect to any Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.

            "Lien" means, with respect to any asset:

            (1) any mortgage, deed of trust, deed to secure debt, lien
(statutory or otherwise), pledge, hypothecation, encumbrance, restriction,
collateral assignment, charge or security interest in, on or of such asset;

            (2)the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset; and

            (3)in the case of Equity Interests or debt securities, any purchase
option, call or similar right of a third party with respect to such Equity
Interests or debt securities.

            "Maturity," when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such 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, notice of option to elect repayment or otherwise.

                                        5
<PAGE>

            "Officer" means the Chief Executive Officer, the President, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers,
one of whom must be the Company's principal executive officer, principal
financial officer or principal accounting officer.

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

            "person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

            "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on, and any Additional Amounts in respect
of, the Security.

            "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office (including any managing director, director, vice
president, assistant vice president, trust officer or corporate secretary) and
also means, with respect to a particular corporate trust matter, any other
officer customarily performing functions similar to those performed by the above
designated officers and also means, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with
a particular subject.

            "SEC" means the Securities and Exchange Commission.

            "Securities" means the debentures, notes or other debt instruments
of the Company of any Series authenticated and delivered under this Indenture.

            "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
and 2.2 hereof.

            "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of the indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

            "Subsidiary" means, with respect to any specified person:

            (1) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency and after
      giving effect to any voting agreement or stockholders' agreement that
      effectively transfers voting power) to vote in the election of directors,
      managers or trustees of the corporation, association or other business
      entity is at the time owned or controlled, directly or indirectly, by that
      person or one or more of the other Subsidiaries of that person (or a
      combination thereof); and

                                        6
<PAGE>

            (2) any partnership (a) the sole general partner or the managing
      general partner of which is such person or a Subsidiary of such person or
      (b) the only general partners of which are that person or one or more
      Subsidiaries of that person (or any combination thereof).

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.

            "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 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.

            "Voting Stock" of any person as of any date means the Capital Stock
of such person that is at the time entitled to vote in the election of the Board
of Directors of such person.

      Section 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                  DEFINED IN
              TERM                 SECTION
--------------------------------  ----------
<S>                               <C>
"Bankruptcy Law"                      6.1
"Custodian"                           6.1
"Event of Default"                    6.1
"Journal"                           11.15
"Judgment Currency"                 11.16
"Legal Holiday"                      11.7
"mandatory sinking fund payment"     12.1
"Market Exchange Rate"              11.15
"New York Banking Day"              11.16
"optional sinking fund payment"      12.1
"Paying Agent"                        2.4
"Payment Default"                     6.1
"Registrar"                           2.4
"Required Currency"                 11.16
"Service Agent"                       2.4
</TABLE>

      Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

                                        7
<PAGE>

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company and any
successor obligor upon the Securities.

            All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.

      Section 1.4. Rules of Construction.

            Unless the context otherwise requires:

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

            (b) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting
      principles;

            (c) references to "generally accepted accounting principles" and
      "GAAP" shall mean generally accepted accounting principles in effect as of
      the time when and for the period as to which such accounting principles
      are to be applied;

            (d) "or" is not exclusive;

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

            (f) provisions apply to successive events and transactions.

                                  ARTICLE II.
                                 THE SECURITIES

      Section 2.1. Issuable in Series.

            The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers' Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board

                                        8
<PAGE>

Resolution may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture.

      Section 2.2. Establishment of Terms of Series of Securities.

            At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series generally in the case of Subsections 2.2.2 through 2.2.21) by or pursuant
to a Board Resolution, and set forth or determined in the manner provided in a
Board Resolution, supplemental indenture or an Officers' Certificate pursuant to
authority granted under a Board Resolution:

            2.2.1. the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series);

            2.2.2. the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

            2.2.3. 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 2.7, 2.8, 2.11, 3.6 or 9.6);

            2.2.4. the date or dates on which the principal of the Securities of
the Series is payable;

            2.2.5. the rate or rates (which may be fixed or variable) per annum
or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or
financial index) at which the Securities of the Series shall bear interest, if
any, the date or dates from which such interest, if any, shall accrue, the date
or dates on which such interest, if any, shall commence and be payable and any
regular record date for the interest payable on any interest payment date;

            2.2.6. the place or places where the principal of and interest, if
any, on the Securities of the Series shall be payable, where the Securities of
such 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
such Series and this Indenture may be served, and the method of such payment, if
by wire transfer, mail or other means;

            2.2.7. if applicable, the period or periods within which, the price
or prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;

            2.2.8. the obligation, if any, of the Company to redeem or purchase
the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms

                                        9
<PAGE>

and conditions upon which Securities of the Series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

            2.2.9. the dates, if any, on which and the price or prices at which
the Securities of the Series will be repurchased by the Company at the option of
the Holders thereof and other detailed terms and provisions of such repurchase
obligations;

            2.2.10. if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Securities of the Series shall
be issuable;

            2.2.11. the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

            2.2.12. if other than the principal amount thereof, the portion of
the principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2;

            2.2.13. the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite currency other
than the ECU, the agency or organization, if any, responsible for overseeing
such composite currency;

            2.2.14. the designation of the currency, currencies or currency
units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

            2.2.15. if payments of principal of or interest, if any, on the
Securities of the Series are to be made in one or more currencies or currency
units other than that or those in which such Securities are denominated, the
manner in which the exchange rate with respect to such payments will be
determined;

            2.2.16. the manner in which the amounts of payment of principal of
or interest, if any, on the Securities of the Series will be determined, if such
amounts may be determined by reference to an index based on a currency or
currencies or by reference to a commodity, commodity index, stock exchange index
or financial index;

            2.2.17. the provisions, if any, relating to any security or
guarantee provided for the Securities of the Series, and any subordination in
right of payment, if any, of the Securities fo the Series;

            2.2.18. any addition to or change in the Events of Default which
applies to any Securities of the Series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 6.2;

            2.2.19. any addition to or change in the covenants set forth in
Articles IV or V which applies to Securities of the Series;

                                       10
<PAGE>

            2.2.20. any other terms of the Securities of the Series (which may
modify or delete any provision of this Indenture insofar as it applies to such
Series); and

            2.2.21. any depositories, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein.

            All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture hereto or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

      Section 2.3. Execution and Authentication.

            Two Officers shall sign the Securities for the Company by manual or
facsimile signature.

            If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

            A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

            The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

            The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.

            Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 11.4, and (c) an Opinion of Counsel complying with Section 11.4.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such

                                       11
<PAGE>

action may not be taken lawfully; or (b) if the Trustee in good faith by its
board of directors or trustees, executive committee or a trust committee of
directors and/or vice-presidents shall determine that such action would expose
the Trustee to personal liability to Holders of any then outstanding Series of
Securities.

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

      Section 2.4. Registrar and Paying Agent.

            The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("Service
Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
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
co-registrars, additional paying agents or additional service agents 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
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 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 name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent.

            The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

      Section 2.5. Paying Agent to Hold Money in Trust.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series

                                       12
<PAGE>

of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal of or interest on the Series of Securities, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money
held by it as Paying Agent.

      Section 2.6. Securityholder Lists.

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

      Section 2.7. Transfer and Exchange.

            Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

            Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business fifteen days immediately preceding
the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or
(b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.

      Section 2.8. 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 make available for delivery
in exchange therefor a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                                       13
<PAGE>

            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 either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, 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.

            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 2.9. Outstanding Securities.

            Subject to Section 2.10, the Securities outstanding at any time are
all the Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest on a
Global Security effected by the Trustee in accordance with the provisions hereof
and those described in this Section as not outstanding.

            If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the Paying Agent (other than the Company, a Subsidiary of the
Company or an Affiliate of the Company) holds on the Maturity of Securities of a
Series money sufficient to pay such Securities payable on that date, then on and
after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue.

            Notwithstanding Section 2.10, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

                                       14
<PAGE>

            In determining whether the Holders of the requisite principal amount
of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

      Section 2.10. Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the Company
or an Affiliate of the Company shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

      Section 2.11. Temporary Securities.

            Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities upon a Company
Order. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee upon request shall authenticate definitive Securities of the same
Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.

      Section 2.12. Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and deliver such canceled
Securities to the Company, unless the Company otherwise directs; provided that
the Trustee shall not be required to destroy Securities. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

      Section 2.13. Defaulted Interest.

            If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 10 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful
manner.

      Section 2.14. Global Securities.

                                       15
<PAGE>

            2.14.1. Terms of Securities. A Board Resolution, a supplemental
indenture hereto or an Officers' Certificate shall establish whether the
Securities of a Series shall be issued in whole or in part in the form of one or
more Global Securities and the Depository for such Global Security or
Securities.

            2.14.2. Transfer and Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture
for Securities registered in the names of Holders other than the Depository for
such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository registered as a clearing agency under the
Exchange Act within 90 days of such event, (ii) the Company executes and
delivers to the Trustee an Officers' Certificate to the effect that such Global
Security shall be so exchangeable or (iii) an Event of Default with respect to
the Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depository shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms.

            Except as provided in this Section 2.14.2, a Global Security may not
be transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

            2.14.3. Legend. Any Global Security issued hereunder shall bear a
legend in substantially the following form:

            "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for
Securities registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository."

            2.14.4. Acts of Holders. The Depository, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

            2.14.5. Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest, if any, on any Global Security shall be made to
the Holder thereof.

                                       16
<PAGE>

            2.14.6. Consents, Declaration and Directions. Except as provided in
Section 2.14.5, the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of
the Depository with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.

      Section 2.15. CUSIP Numbers.

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

                                  ARTICLE III.
                                   REDEMPTION

      Section 3.1. Notice to Trustee.

            The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the
Trustee).

      Section 3.2. Selection of Securities to be Redeemed or Repurchased.

            Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to be redeemed or repurchased, the Trustee
shall select the Securities of the Series to be redeemed or repurchased on a pro
rata basis unless otherwise required by law or applicable stock exchange
requirements.

            In the event of partial redemption or purchase by lot, the Trustee
shall make the selection from Securities of the Series outstanding not
previously called for redemption or repurchase. The Trustee may select for
redemption or repurchase portions of the principal of Securities of the Series
that have denominations larger than $1,000. Securities of the Series and
portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.2.10, the minimum principal denomination for
each Series and integral multiples thereof. Provisions of

                                       17
<PAGE>

this Indenture that apply to Securities of a Series called for redemption or
repurchase also apply to portions of Securities of that Series called for
redemption or repurchase.

      Section 3.3. Notice of Redemption.

            Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers' Certificate, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption by first-class mail to each Holder whose
Securities are to be redeemed and if any Bearer Securities are outstanding,
publish on one occasion a notice in an Authorized Newspaper, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 10
hereof.

            The notice shall identify the Securities of the Series to be
redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) the name and address of the Paying Agent;

            (d) that Securities of the Series called for redemption must be
      surrendered to the Paying Agent to collect the redemption price;

            (e) that interest on Securities of the Series called for redemption
      ceases to accrue on and after the redemption date;

            (f) the CUSIP number, if any; and

            (g) any other information as may be required by the terms of the
      particular Series or the Securities of a Series being redeemed.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

      Section 3.4. Effect of Notice of Redemption.

            Once notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption become due and payable
on the redemption date and at the redemption price. A notice of redemption may
not be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the redemption price plus accrued interest to the redemption date;
provided 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 at the close of business on the
relevant record date therefor according to their terms and the terms of this
Indenture.

                                       18
<PAGE>

      Section 3.5. Deposit of Redemption Price.

            On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date.

      Section 3.6. Securities Redeemed in Part.

            Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same
maturity equal in principal amount to the unredeemed portion of the Security
surrendered.

                                  ARTICLE IV.
                                    COVENANTS

      Section 4.1. Payment of Principal and Interest.

            The Company covenants and agrees for the benefit of the Holders of
each Series of Securities that it will pay or cause to be paid the principal of,
premium, if any, and interest on, the Securities of that Series on the dates and
in the manner provided in such Securities. Principal, premium, if any, and
interest on any Series of Securities will be considered paid on the date due if
the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due.

      Section 4.2. Maintenance of Office or Agency.

            The Company covenants and agrees for the benefit of the Holders of
each Series of Securities that it will maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee for
such Securities or an affiliate of such Trustee, Registrar for such Securities
or co-registrar) where such Securities may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of such Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee for such Securities of the location,
and any change in the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails to furnish
such Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of such Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where Holders of a Series of Securities 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 will in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York for such purposes. The Company
will give prompt written notice to the Trustee for such Series of Securities of
any such designation or rescission and of any change in the location of any such
other office or agency.

                                       19
<PAGE>

            With respect to each Series of Securities, the Company hereby
designates the Corporate Trust Office of the Trustee for such Securities as one
such office or agency of the Company in accordance with Section 2.5 hereof.

      Section 4.3. SEC Reports.

            (a) Whether or not required by the Comission's rules and
regulations, so long as any Series of Securities are outstanding, the Company
will furnish to the Holders of such Securities or cause the Trustee with respect
to such Series of Securities to furnish to the Holders of such Securities,
within the time periods (including any extensions thereof) specified in the
Commission's rules and regulations:

            (1) all quarterly and annual reports that would be required to be
filed with the Commission on Forms 10-Q and 10-K if the Company were required to
file reports; and

            (2) all current reports that would be required to be filed with the
SEC on Form 8-K if the Company were required to file such reports.

            All such reports will be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.
Each annual report on Form 10-K will include a report on the Company's
consolidated financial statements by the Company's independent registered public
accounting firm. In addition, the Company will file a copy of each of the
reports referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing). To
the extent such filings are made, the reports will be deemed to be furnished to
the Trustee and Holders

            If the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraph with the
Commission within the time periods specified above unless the Commission will
not accept such a filing. The Company will not take any action for the purpose
of causing the Commission not to accept any such filings. If, notwithstanding
the foregoing, the Commission will not accept the Company's filings for any
reason, the Company will post the reports referred to in the preceding paragraph
on its website within the time periods that would apply if the Company were
required to file those reports with the Commission.

            (b) For so long as any Series of Securities remain outstanding, if
at any time they are not required to file with the Commission the reports
required by paragraphs (a) and (b) of this Section 4.3, the Company and any
guarantors of such Securities will furnish to the Holders of such Securities and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

      Section 4.4. Compliance Certificate.

            (a) The Company and each guarantor of any Series of Securities (to
the extent that such guarantor is so required under the TIA) shall deliver to
the Trustee with respect to such Series, within 90 days after the end of each
fiscal year, an Officers' Certificate stating that a

                                       20
<PAGE>

review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

            (b)So long as any of Series of Securities are outstanding, the
Company will deliver to the Trustee with respect to such Series, forthwith upon
any Officer becoming aware of any Default or Event of Default, an Officers'
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

      Section 4.5. Taxes.

            The Company will pay, and will cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of such Securities.

      Section 4.6. Stay, Extension and Usury Laws.

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

            Section 4.7. Corporate Existence.

            Subject to Article V hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Subsidiary; and

                                       21
<PAGE>

            (2)the rights (charter and statutory), licenses and franchises of
the Company and its Subsidiaries

provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of such Securities.

                                   ARTICLE V.
                                   SUCCESSORS

      Section 5.1. Merger, Consolidation, or Sale of Assets.

            The Company covenants and agrees for the benefit of the Holders of
each Series of Securities that it shall not, directly or indirectly: (i)
consolidate or merge with or into another person (whether or not the Company is
the surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole, in one or more related transactions, to
another person, unless:

            (1) either:

            (A)the Company is the surviving corporation; or

            (B) the person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation, partnership or
limited liability company organized or existing under the laws of the United
States, any state of the United States or the District of Columbia; provided
that if the Person is a partnership or limited liability company, then a
corporation wholly-owned by such Person organized or existing under the laws of
the United States, any state of the United States or the District of Columbia
that does not and will not have any material assets or operations shall become a
co-issuer of the notes pursuant to a supplemental indenture duly executed by the
trustee;

            (2)the person formed by or surviving any such consolidation or
merger (if other than the Company) or the person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the
obligations of the Company under such Securities and this Indenture pursuant to
agreements reasonably satisfactory to the Trustee for such Securities; and

            (3)immediately after such transaction, no Default or Event of
Default exists.

            In addition, the Company will not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other person. This Section 5.1 will not apply to:

                                       22
<PAGE>

            (1)a merger of the Company with an Affiliate solely for the purpose
of reincorporating the Company in another jurisdiction or forming a direct
holding company of the Company; or

            (2)any sale, transfer, assignment, conveyance, lease or other
disposition of assets between or among the Company and its Subsidiaries,
including by way of merger or consolidation.

      Section 5.2. Successor Corporation Substituted.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor person and not to the Company), 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;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on any Series of Securities
except in the case of a sale of all of the Company's assets in a transaction
that is subject to, and that complies with the provisions of, Section 5.1
hereof.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

      Section 6.1. Events of Default.

            "Event of Default," wherever used herein with respect to Securities
of any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

            (a) default in the payment of any interest on any Security of that
      Series when it becomes due and payable, and continuance of such default
      for a period of 30 days; or

            (b) default in payment when due of the principal of, or premium, if
      any, on any Security of that Series; or

            (c) default in the deposit of any sinking fund payment, when and as
      due in respect of any Security of that Series; or

            (d) default in the performance or breach of any covenant or warranty
      of the Company in this Indenture (other than a covenant or warranty that
      has been included in this Indenture solely for the benefit of Series of
      Securities other than that Series), which

                                       23
<PAGE>

default continues uncured for a period of 30 days after written notice given by
the Trustees for such Securities or Holders of such Securities; or

            (e) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Subsidiaries
      (or the payment of which is guaranteed by the Company or any of its
      Subsidiaries) whether such Indebtedness or guarantee now exists, or is
      created after the date of the indenture, if that default:

                  (i) is caused by a failure to pay principal of, or interest or
            premium, if any, on such Indebtedness prior to the expiration of the
            grace period provided in such Indebtedness on the date of such
            default (a "Payment Default"); or

                  (ii) results in the acceleration of such Indebtedness prior to
            its express maturity,

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $100.0 million or more;

            (f) one or more judgments for the payment of money in an aggregate
      amount in excess of $100.0 million (excluding therefrom any amount
      reasonably expected to be covered by insurance) shall be rendered against
      the Company any Restricted Subsidiary or any combination thereof and the
      same shall not have been paid, discharged or stayed for a period of 60
      days after such judgment became final and nonappealable;

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

                  (i) commences a voluntary case,

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

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

                  (iv) makes a general assignment for the benefit of its
            creditors, or

                  (v) generally is unable to pay its debts as the same become
            due; or

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

                  (i) is for relief against the Company in an involuntary case,

                  (ii) appoints a Custodian of the Company or for all or
            substantially all of its property, or

                                       24
<PAGE>

                  (iii) orders the liquidation of the Company, and the order or
            decree remains unstayed and in effect for 60 days; or

            (i) any other Event of Default provided with respect to Securities
      of that Series, which is specified in a Board Resolution, a supplemental
      indenture hereto or an Officers' Certificate, in accordance with Section
      2.2.18.

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

      Section 6.2. Acceleration.

            If an Event of Default with respect to Securities of any Series at
the time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.1(g) or (h)) then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the outstanding Securities
of that Series may declare the principal amount (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of and accrued and unpaid interest,
if any, on 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) and accrued and unpaid interest, if any, shall become immediately due
and payable. If an Event of Default specified in Section 6.1(g) or (h) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

            At any time after such a declaration of acceleration with respect to
any Series has been made, 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 the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

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

      Section 6.3. Other Remedies.

            If an Event of Default with respect to Securities of any Series at
the time outstanding occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on such Securities or to enforce the performance of any provision of
such Securities or this Indenture.

            The Trustee for such Securities may maintain a proceeding even if it
does not possess any of such Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of Securities in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or

                                       25
<PAGE>

acquiescence in the Event of Default. All remedies are cumulative to the extent
permitted by law.

      Section 6.4. Waiver of Past Defaults.

            Holders of not less than a majority in aggregate principal amount of
the then outstanding Securities of any Series by notice to the Trustee for such
Securities may on behalf of the Holders of all of such Securities waive an
existing Default or Event of Default with respect to such Securities and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, such Securities
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Securities of any Series may rescind an acceleration of such Securities and its
consequences, including any related payment default that resulted from such
acceleration. 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 6.5. Control by Majority.

            Holders of a majority in aggregate principal amount of the then
outstanding Securities of any Series may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee for
such Securities or exercising any trust or power conferred on it. However, the
Trustee for any Series of Securities may refuse to follow any direction that
conflicts with law or this Indenture that such Trustee determines may be unduly
prejudicial to the rights of other Holders of such Securities or that may
involve the Trustee in personal liability.

      Section 6.6. Limitation on Suits.

            A Holder of any Series of Securities may pursue a remedy with
respect to this Indenture or such Securities only if:

            (1) such Holder gives to the Trustee for such Securities written
notice that an Event of Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
then outstanding Securities of such Series make a written request to the Trustee
for such Securities to pursue the remedy;

            (3) such Holder or Holders offer and, if requested, provide to the
Trustee for such Securities security or indemnity reasonably satisfactory to
such Trustee against any loss, liability or expense;

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

                                       26
<PAGE>

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

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

      Section 6.7. Rights of Holders of Notes to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security of any Series to receive payment of principal, premium,
if any, and interest on such Securities, on or after the respective due dates
expressed in such Securities (including, if applicable, in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

      Section 6.8. Collection Suit by Trustee.

            If an Event of Default specified in Section 6.1(a), (b) or (c)
hereof with respect to Securities of any Series occurs and is continuing, the
Trustee for such Securities is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on, such Securities
and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of such Trustee, its agents and counsel.

      Section 6.9. Trustee May File Proofs of Claim.

            The Trustee for each Series of Securities is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of such Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel) and the Holders of the Securities for which it acts as
trustee allowed in any judicial proceedings relative to the Company (or any
other obligor upon such Securities), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder of such Securities to
make such payments to such Trustee, and in the event that such Trustee shall
consent to the making of such payments directly to such Holders, to pay to such
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel, and any
other amounts due such Trustee under the Indenture. To the extent that the
payment of any such compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel, and any other amounts due such Trustee out of
the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that such
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall

                                       27
<PAGE>

be deemed to authorize such Trustee to authorize or consent to or accept or
adopt on behalf of any Holder for which it acts as trustee any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of such Holder, or to authorize such Trustee to vote in respect of
the claim of any such Holder in any such proceeding.

      Section 6.10. Priorities.

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

            First:to the Trustee, its agents and attorneys for amounts due under
the Indenture, including payment of all reasonable compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

            Second: to Holders of such Securities for amounts due and unpaid on
such Securities for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any and interest, respectively; and

            Third:to the Company or to such party as a court of competent
jurisdiction shall direct.

            The Trustee may fix a record date and payment date for any payment
to Holders of Securities pursuant to this Section 6.10.

      Section 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against any Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Security pursuant to Section 6.7 hereof, or a suit by Holders of more than 10%
in aggregate principal amount of the then outstanding Securities of any Series.

                                  ARTICLE VII.
                                     TRUSTEE

      Section 7.1. Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
      Trustee shall exercise the rights and powers vested in it by this
      Indenture and use the same degree of care and skill in their exercise as a
      prudent man would exercise or use under the circumstances in the conduct
      of his own affairs.

            (b) Except during the continuance of an Event of Default:

                                       28
<PAGE>

                  (i) The Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others.

                  (ii) In the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon Officers'
            Certificates or Opinions of Counsel furnished to the Trustee and
            conforming to the requirements of this Indenture; however, in the
            case of any such Officers' Certificates or Opinions of Counsel which
            by any provisions hereof are specifically required to be furnished
            to the Trustee, the Trustee shall examine such Officers'
            Certificates and Opinions of Counsel to determine whether or not
            they conform to the requirements of this Indenture.

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

                  (i) This paragraph does not limit the effect of paragraph (b)
            of this Section.

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

                  (iii) The Trustee shall not be liable with respect to any
            action taken, suffered or omitted to be taken by it with respect to
            Securities of any Series in good faith in accordance with the
            direction of the Holders of a majority in principal amount of the
            outstanding Securities of such Series relating to the time, method
            and place of conducting any proceeding for any remedy available to
            the Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Indenture with respect to the Securities of such
            Series.

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

            (e) The Trustee may refuse to perform any duty or exercise any right
      or power at the request or direction of any Holder unless it receives
      indemnity satisfactory to it against any loss, liability or expense.

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

            (g) No provision of this Indenture shall require the Trustee to risk
      its own funds or otherwise incur any financial liability in the
      performance of any of its duties, 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 is not
      reasonably assured to it.

                                       29
<PAGE>

            (h) The Paying Agent, the Registrar and any authenticating agent
      shall be entitled to the protections, immunities and standard of care as
      are set forth in paragraphs (a), (b) and (c) of this Section with respect
      to the Trustee.

      Section 7.2. Rights of Trustee.

            (a) The Trustee may conclusively rely on and shall be fully
      protected in acting or refraining from acting upon any document believed
      by it to be genuine and to have been signed or presented by the proper
      person. The Trustee need not investigate any fact or matter stated in the
      document.

            (b) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate. The Trustee shall not be liable for any action
      it takes or omits to take in good faith in reliance on such Officers'
      Certificate.

            (c) The Trustee may act through agents, attorneys, custodians or
      nominees and shall not be responsible for the misconduct or negligence of
      any agent, attorney, custodian or nominee appointed with due care. No
      Depository shall be deemed an agent, attorney, custodian or nominee of the
      Trustee and the Trustee shall not be responsible for any act or omission
      by any Depository.

            (d) The Trustee shall not be liable for any action it takes or omits
      to take in good faith which it believes to be authorized or within its
      rights or powers, provided that the Trustee's conduct does not constitute
      negligence or bad faith.

            (e) 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 without negligence and in good faith and in reliance thereon.

            (f) The Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders of Securities 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.

            (g) The Trustee may consult with counsel of its selection 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 without negligence and in good faith
      and in reliance thereon.

            (h) 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.

                                       30
<PAGE>

            (i) The Trustee shall not be deemed to have notice of any Default or
      Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Securities generally or the
      Securities of a particular Series and this Indenture.

            (j) In no event shall the Trustee be liable for the selection of
      investments or for investment losses incurred thereon. The Trustee shall
      have no liability in respect of losses incurred as a result of the
      liquidation of any investment prior to its stated maturity or failure to
      provide timely written direction.

      Section 7.3. Individual Rights of Trustee.

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

      Section 7.4. Trustee's Disclaimer.

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

      Section 7.5. Notice of Defaults.

            If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.

      Section 7.6. Reports by Trustee to Holders.

            Within 60 days after May 15 in each year, the Trustee shall transmit
by mail to all Securityholders, as their names and addresses appear on the
register kept by the Registrar and, if any Bearer Securities are outstanding,
publish in an Authorized Newspaper, a brief report dated as of such May 15, in
accordance with, and to the extent required under, TIA Section 313.

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

                                       31
<PAGE>

listed. The Company shall promptly notify the Trustee when Securities of any
Series are listed on any stock exchange.

      Section 7.7. Compensation and Indemnity.

            The Company shall pay to the Trustee from time to time compensation
for its services as the Company and the Trustee shall from time to time agree
upon in writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

            The Company shall indemnify each of the Trustee and any predecessor
Trustee (including the cost of defending itself) against any loss, liability or
expense, including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred by it except as set forth in the next
paragraph in the performance of its duties under this Indenture as Trustee or
Agent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.

            The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

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

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(g) or (h) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section shall survive the termination of this
Indenture.

      Section 7.8. Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee

                                       32
<PAGE>

with respect to that Series by so notifying the Trustee and the Company. The
Company may remove the Trustee with respect to Securities of one or more Series
if:

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

            (b) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (c) a Custodian or public officer takes charge of the Trustee or its
      property; or

            (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.

            If a successor Trustee with respect to the Securities of any one or
more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at
least 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

      Section 7.9. Successor Trustee by Merger, etc.

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

      Section 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

                                       33
<PAGE>

      Section 7.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

      Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance.

            The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of any
Series upon compliance with the conditions set forth below in this Article 8.

      Section 8.2. Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company and each guarantor, if any, of such
Securities will, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its or their
obligations with respect to all outstanding Securities of such Series (including
the related guarantees, if any) on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company and such guarantors, if any, will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Securities
of such Series (including the related guarantees, if any), which will thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all its or their other obligations under such Securities,
such guarantees, if any, and this Indenture (and the Trustee for such
Securities, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

            (1)the rights of Holders of outstanding Securities of such Series to
receive payments in respect of the principal of, or interest or premium, if any,
on, such Securities when such payments are due from the trust referred to in
Section 8.4 hereof;

            (2)the Company's obligations with respect to such Securities under
Article 2 and Section 4.2 hereof;

            (3)the rights, powers, trusts, duties and immunities of the Trustee
for such Securities hereunder and the Company's and the guarantors', if any,
obligations in connection therewith; and

            (4)this Article 8.

            Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.2 notwithstanding the prior exercise of its
option under Section 8.3 hereof.

                                       34
<PAGE>

      Section 8.3. Covenant Defeasance.

            Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and each of the guarantors, if any,
will, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from each of their or its obligations under the covenants
specified in a Board Resolution, a supplemental indenture hereto or an Officers'
Certificate, in accordance with Section 2.2.18, with respect to the outstanding
Securities of the applicable Series on and after the date the conditions set
forth in Section 8.4 hereof are satisfied (hereinafter, "Covenant Defeasance"),
and such Securities will thereafter be deemed not "outstanding" for the purposes
of any direction, waiver, consent or declaration or act of Holders of such
Securities (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities will not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of such Series, the
Company may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Securities will be
unaffected thereby. In addition, upon the Company's exercise under Section 8.1
hereof of the option applicable to this Section 8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, Sections 6.1(d) through (f)
hereof will not constitute Events of Default.

      Section 8.4. Conditions to Legal or Covenant Defeasance.

            In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.2 or 8.3 hereof with respect to Securities of any Series:

            (1) the Company must irrevocably deposit with the Trustee for such
Securities, in trust, for the benefit of the Holders of such Securities, cash in
U.S. dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to
pay the principal of, premium, if any, and interest on, the outstanding
Securities of such Series on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Company must specify
whether such Securities are being defeased to such stated date for payment or to
a particular redemption date;

            (2)in the case of an election under Section 8.2 hereof, the Company
must deliver to the Trustee for such Securities an Opinion of Counsel confirming
that:

            (A)the Company has received from, or there has been published by,
the Internal Revenue Service a ruling; or

            (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law,

                                       35
<PAGE>

in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Securities of such Series
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

            (3) in the case of an election under Section 8.3 hereof, the Company
must deliver to the Trustee for such Securities an Opinion of Counsel confirming
that the Holders of such Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred;

            (4) no Default or Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit (other than a
Default or Event of Default resulting from the borrowing of funds to be applied
to such deposit);

            (5) such Legal Defeasance or Covenant Defeasance will not result in
a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

            (6) the Company must deliver to the Trustee for such Securities an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of such Securities over the other creditors
of the Company with the intent of defeating, hindering, delaying or defrauding
any creditors of the Company or others; and

            (7) the Company must deliver to the Trustee for such Securities an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance
have been complied with.

      Section 8.5. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions.

            Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with a Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Securities of any Series will be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

            The Company will pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than

                                       36
<PAGE>

any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities of the applicable Series.

            Notwithstanding anything in this Article 8 to the contrary, the
Trustee will deliver or pay to the Company from time to time upon the request of
the Company any money or non-callable Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

      Section 8.6. Repayment to Company.

            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, premium, if
any, or interest on, any Series of Securities and remaining unclaimed for two
years after such principal, premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) will be discharged from such trust; and the Holders of such Securities
will thereafter be permitted to 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, will 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 the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

      Section 8.7. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any U.S. dollars
or non-callable Government Securities in accordance with Section 8.2 or 8.3
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and any applicable guarantors' obligations under
this Indenture and the applicable Securities and the guarantees will be revived
and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on, any such Securities following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee or
Paying Agent.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

      Section 9.1. Without Consent of Holders.

                                       37
<PAGE>

            Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Securities of one or more
Series without the consent of any Securityholder:

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

            (b) to provide for uncertificated Securities in addition to or in
      place of certificated Securities;

            (c) to provide for the assumption of the Company's obligations to
      the Holders of the Securities by a successor to the Company pursuant to
      Article 5 hereof;

            (d) to make any change that would provide any additional rights or
      benefits to the Holders of Securities or that does not adversely affect
      the legal rights hereunder of any Securityholder;

            (e) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA

            (f) to provide for the issuance of and establish the form and terms
      and conditions of Securities of any Series as permitted by this Indenture;
      or

            (g) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more Series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee.

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee will join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

      Section 9.2. With Consent of Holders.

            The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of each Series by notice to the Trustee (including
consents obtained in connection with a tender offer or exchange

                                       38
<PAGE>

offer for the Securities of such Series) may waive compliance by the Company
with any provision of this Indenture or the Securities with respect to such
Series.

            It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Securities
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.2 hereof, the Trustee will join with the Company in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.

            After a supplemental indenture or waiver under this section becomes
effective, the Company shall mail to the Holders of Securities affected thereby
and, if any Bearer Securities affected thereby are outstanding, publish on one
occasion in an Authorized Newspaper, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail or publish
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.

      Section 9.3. Limitations.

            Without the consent of each Securityholder affected, an amendment or
waiver may not (with respect to any Securities held by a non-consenting Holder):

            (a) change the amount of Securities whose Holders must consent to an
      amendment, supplement or waiver;

            (b) reduce the rate of or extend the time for payment of interest
      (including default interest) on any Security;

            (c) reduce the principal or change the Stated Maturity of any
      Security or reduce the amount of, or postpone the date fixed for, the
      payment of any sinking fund or analogous obligation;

            (d) reduce the principal amount of Discount Securities payable upon
      acceleration of the maturity thereof;

            (e) waive a Default or Event of Default in the payment of the
      principal of or interest, if any, on any Security (except a rescission of
      acceleration of the Securities of any Series by the Holders of at least a
      majority in principal amount of the outstanding Securities of such Series
      and a waiver of the payment default that resulted from such acceleration);

            (f) make the principal of or interest, if any, on any Security
      payable in any currency other than that stated in the Security;

                                       39
<PAGE>

            (g) make any change in Sections 6.8, 6.13, 9.3 (this sentence),
      10.15, or 10.16; or

            (h) waive a redemption payment with respect to any Security or
      change any of the provisions with respect to the redemption of any
      Securities, except as specifically set forth in the Board Resolution,
      supplemental indenture hereto or Officers' Certificate delivered pursuant
      to Section 2.2.

      Section 9.4. Compliance with Trust Indenture Act.

            Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture hereto that complies with
the TIA as then in effect.

      Section 9.5. Revocation and Effect of Consents.

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

            Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (h) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

      Section 9.6. Notation on or Exchange of Securities.

            The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall
authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

      Section 9.7. Trustee Protected.

            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 7.1) 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 shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                       40
<PAGE>

                                   ARTICLE X.
                           SATISFACTION AND DISCHARGE

      Section 10.1. Satisfaction and Discharge.

            This Indenture will be discharged and will cease to be of further
effect as to a Series of Securities issued hereunder, when:

            (a) either:

                  (i) all such Securities that have been authenticated, except
      lost, stolen or destroyed Securities that have been replaced or paid and
      Securities for whose payment money has theretofore been deposited in trust
      and thereafter repaid to the Company, have been delivered to the Trustee
      for cancellation; or

                  (ii) all such Securities that have not been delivered to the
      Trustee for cancellation have become due and payable by reason of the
      mailing of a notice of redemption or otherwise or will become due and
      payable within one year and the Company has irrevocably deposited or
      caused to be deposited with the Trustee as trust funds in trust solely for
      the benefit of the Holders of such Securities, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, without consideration of any reinvestment
      of interest, to pay and discharge the entire Indebtedness on such
      Securities not delivered to the Trustee for cancellation for principal,
      premium, if any, and accrued interest to the date of maturity or
      redemption;

            (b) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit) and
      the deposit will not result in a breach or violation of, or constitute a
      default under, any other instrument to which the Company or any guarantor,
      as applicable, of such Securities is a party or by which the Company or
      any such guarantor, as applicable, is bound;

            (c) the Company or any guarantor of such Securities has paid or
      caused to be paid all sums payable by it under this Indenture; and

            (d) the Company has delivered irrevocable instructions to the
      Trustee for such Securities under this Indenture to apply the deposited
      money toward the payment of such Securities at maturity or on the
      redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee for such Securities stating that all conditions precedent
to satisfaction and discharge have been satisfied.

            Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of this
Section 10.1, the provisions of Sections 10.2 and 8.6 hereof will survive. In
addition, nothing in this Section 10.1 will be deemed to discharge those
provisions of Section 7.7 hereof, that, by their terms, survive the satisfaction
and discharge of this Indenture.

                                       41
<PAGE>

      Section 10.2. Application of Trust Money.

            Subject to the provisions of Section 8.6 hereof, all money deposited
with a Trustee pursuant to Section 10.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Securities with respect
to which such deposit was made and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as such 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 such Trustee; but such money need not be segregated from
other funds except to the extent required by law.

            If such Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 10.1 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any applicable guarantor's obligations under this
Indenture and the applicable Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 10.1 hereof; provided that if
the Company has made any payment of principal of, premium, if any, or interest
on, any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money or Government Securities held by the Trustee or
Paying Agent.

                                   ARTICLE XI.
                                  MISCELLANEOUS

      Section 11.1. Trust Indenture Act Controls.

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

      Section 11.2. Notices.

            Any notice or communication by the Company or the Trustee to the
other, or by a Holder to the Company or the Trustee, is duly given if in writing
and delivered in person or mailed by first-class mail:

if to the Company:

NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
Attention: General Counsel
Telephone: (609) 524-4500
Facsimile: (609) 524-4589

if to the Trustee:

                                       42
<PAGE>

Law Debenture Trust Company of New York
767 Third Avenue, 31st Floor
New York, NY 10017
Attention: Corporate Trust Administration
Telephone: (212) 750-6474
Facsimile: (212) 750-1361

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar and,
if any Bearer Securities are outstanding, published in an Authorized Newspaper.
Failure to mail a notice or communication to a Securityholder of any Series or
any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

            If a notice or communication is mailed or published in the manner
provided above, within the time prescribed, it is duly given, whether or not the
Securityholder receives it.

            If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and each Agent at the same time.

      Section 11.3. Communication by Holders with Other Holders.

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

      Section 11.4. Certificate and Opinion as to Conditions Precedent.

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

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

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

      Section 11.5. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

            (d) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with.

      Section 11.6. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and
set reasonable requirements for its functions.

      Section 11.7. Legal Holidays.

            Unless otherwise provided by Board Resolution, Officers' Certificate
or supplemental indenture hereto for a particular Series, a "Legal Holiday" is
any day that is not a Business Day. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

      Section 11.8. No Recourse Against Others.

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

      Section 11.9. Counterparts.

            This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

      Section 11.10. Governing Laws.

            THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE SECURITIES AND ANY GUARANTEES OF THE SECURITIES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE

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APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      Section 11.11. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

      Section 11.12. Successors.

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

      Section 11.13. Severability.

            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 11.14. Table of Contents, Headings, Etc.

            The Table of Contents, Cross-Reference Table, and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

      Section 11.15. Securities in a Foreign Currency or in ECU.

            Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs, the rate of exchange as published in the Journal,
as of the most recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or

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in the country of issue of the currency in question or, in the case of ECUs, in
Luxembourg or such other quotations or, in the case of ECUs, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

            All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, to the extent permitted by law, be conclusive for all purposes and
irrevocably binding upon the Company and all Holders.

      Section 11.16. Judgment Currency.

            The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal of
or interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

                                  ARTICLE XII.
                                  SINKING FUNDS

      Section 12.1. Applicability of Article.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of the Securities of a Series, except as otherwise
permitted or required by any form of Security of such Series issued pursuant to
this Indenture.

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<PAGE>

            The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such 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 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

      Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

            The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to
the terms of such Securities (1) deliver outstanding Securities of such Series
to which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Company or redeemed either at
the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of
permitted optional sinking fund payments or other optional redemptions pursuant
to the terms of such Securities, provided that such Securities have not been
previously so credited. Such Securities shall be received by the Trustee,
together with an Officers' Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting
Securities for redemption, and shall be credited for such purpose by the Trustee
at the 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. If as a result of the delivery or credit of Securities in lieu of
cash payments pursuant to this Section 12.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such Series
for redemption, except upon receipt of a Company Order that such action be
taken, and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall from time to time upon receipt of a Company
Order pay over and deliver to the Company any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that Series purchased by the Company having an unpaid principal
amount equal to the cash payment required to be released to the Company.

      Section 12.3. Redemption of Securities for Sinking Fund.

            Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture or Officers' Certificate in respect of a
particular Series of Securities) 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 mandatory 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 of
Securities of that Series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.

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<PAGE>

Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) 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 3.2 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 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

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

                                         NRG Energy, Inc.

                                         By: ___________________________________
                                              Name:
                                              Its:

                                         Law Debenture Trust Company of New York

                                         By: ___________________________________
                                               Name:
                                               Its: