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




                                  IDACORP, INC.

                                       TO

                             BANKERS TRUST COMPANY,

                                     Trustee

                                    INDENTURE

                          Dated as of February 1, 2001


                             SENIOR DEBT SECURITIES




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












<PAGE>



                                  IDACORP, INC.

                                    ---------

     *Reconciliation  and tie between Trust Indenture Act of 1939, as amended by
the Trust Reform Act of 1990, and Indenture, dated as of February 1, 2001.

Section of the

Trust Indenture Act of 1939                           Section of Indenture
---------------------------                           --------------------

310(a)(1), (2) and (5)..............................  7.9
310(a)(3) and (4)...................................  Inapplicable
310(b)..............................................  7.8 and 7.10(a)and(b)
311(a)..............................................  7.13(a) and (c)(1) and (2)
311(b)..............................................  7.13(b)
312(a)..............................................  5.1 and 5.2(a)
312(b)..............................................  5.2(b)
312(c)..............................................  5.2(c)
313(a)..............................................  5.4(a)
313(b)(1)...........................................  Inapplicable
313(b)(2)...........................................  5.4(b)
313(c)..............................................  5.4(c)
313(d)..............................................  5.4(d)
314(a)..............................................  4.6 and 5.3
314(b)..............................................  Inapplicable
314(c)(1) and (2)...................................  13.6
314(c)(3)...........................................  Inapplicable
314(d)..............................................  Inapplicable
314(e)..............................................  13.6
315(a), (c) and (d).................................  7.1
315(b)..............................................  6.11
315(e)..............................................  6.12
316(a)(1)...........................................  6.9
316(a)(2)...........................................  Inapplicable
316(a) (last sentence)..............................  8.4
316(b)..............................................  6.7
316(c)..............................................  8.1
317(a)..............................................  6.2
317(b)..............................................  4.4
318(a)..............................................  13.9

--------
*    This  reconciliation  and tie shall not, for any  purpose,  be deemed to be
     part of the Indenture or to have any bearing upon the interpretation of any
     of its terms or provisions.


<PAGE>


                               TABLE OF CONTENTS*

                                                                            PAGE

Parties.......................................................................1

Recitals......................................................................1


                                   ARTICLE I.

                                   DEFINITIONS

SECTION 1.1.  Certain Terms Defined...........................................1
                 Authenticating Agent.........................................2
                 Authorized Newspaper.........................................2
                 Board of Directors...........................................2
                 Board Resolution.............................................2
                 Business Day.................................................2
                 Commission...................................................2
                 Company......................................................2
                 Corporate Trust Office.......................................2
                 Depository...................................................3
                 Dollar ($)...................................................3
                 Event of Default.............................................3
                 Generally Accepted Accounting Principles.....................3
                 Global Security..............................................3
                 Government Obligations.......................................3
                 Holder, Registered Holder and Securityholder.................4
                 include......................................................4
                 Indenture....................................................4
                 interest.....................................................4
                 Interest Payment Date........................................4
                 Issuer or Company............................................4
                 Issuer Order and Issuer Request..............................4
                 Maturity.....................................................4
                 Officers' Certificate........................................4
                 Opinion of Counsel...........................................5
                 Original Issue Discount Security.............................5
                 Outstanding..................................................5
                 Overdue Rate.................................................6
                 Paying Agent.................................................6
                 Person.......................................................6
                 Place of Payment.............................................6
                 Predecessor Security.........................................6
                 Redemption Date..............................................6
                 Redemption Price.............................................6
                 Registered Holder............................................6

--------
*    This Table of Contents shall not, for any purpose,  be deemed to be part of
     the Indenture or to have any bearing upon the  interpretation of any of its
     terms or provisions.

                                       -i-


<PAGE>


                                                                            PAGE

                 Responsible Officer..........................................6
                 Securities Act...............................................7
                 Securities Register and Securities
                 Registrar....................................................7
                 Security or Securities.......................................7
                 Stated Maturity..............................................7
                 Trust Indenture Act..........................................7
                 Trustee......................................................7
                 vice president...............................................7
SECTION 1.2.  Other Defined Terms.............................................7

                                   ARTICLE II.

                                 SECURITY FORMS

SECTION 2.1.  Forms Generally ................................................8
SECTION 2.2.  Form of Trustee's Certificate of
                 Authentication...............................................8
SECTION 2.3.     Form of Trustee's Certificate of
                 Authentication by an Authenticating Agent....................9
SECTION 2.4.  Securities Issuable in the Form of Global
                 Securities...................................................9

                                  ARTICLE III.

                                 THE SECURITIES

SECTION 3.1.   Amount Unlimited; Issuable in Series...........................12
SECTION 3.2.   Form and Denominations.........................................14
SECTION 3.3.   Authentication, Dating and Delivery of
                 Securities...................................................14
SECTION 3.4.   Execution of Securities........................................17
SECTION 3.5.   Certificate of Authentication..................................17
SECTION 3.6.   Registration, Registration of Transfer and
                 Exchange.....................................................17
SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen
                 Securities...................................................19
SECTION 3.8.   Payment of Interest; Interest Rights
                 Preserved....................................................20
SECTION 3.9.   Cancellation of Securities; Destruction
                 Thereof......................................................21
SECTION 3.10.  Temporary Securities...........................................21
SECTION 3.11.  Computation of Interest........................................22

                                   ARTICLE IV.

                             COVENANTS OF THE ISSUER

SECTION 4.1.  Payment of Securities...........................................23
SECTION 4.2.  Offices or Agency...............................................23
SECTION 4.3.  Appointment to Fill a Vacancy in Office of
                 Trustee......................................................24

                                      -ii-


<PAGE>


                                                                            PAGE

SECTION 4.4.  Paying Agents   ................................................24
SECTION 4.5.  Maintenance of Corporate Existence..............................25
SECTION 4.6.  Certificates to Trustee.........................................25

                                   ARTICLE V.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

SECTION 5.1.  Issuer to Furnish Trustee Information as to
                 Names and Addresses of Securityholders.......................26
SECTION 5.2.  Preservation and Disclosure of Securityholder
                 Lists........................................................26
SECTION 5.3.  Reports by the Issuer...........................................28
SECTION 5.4.  Reports by the Trustee..........................................29

                                   ARTICLE VI.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 6.1.  Event of Default Defined; Acceleration of
                 Maturity; Waiver of Default..................................32
SECTION 6.2.  Collection of Indebtedness by Trustee;
                 Trustee May Prove Debt.......................................35
SECTION 6.3.  Application of Proceeds.........................................37
SECTION 6.4.  Suits for Enforcement...........................................38
SECTION 6.5.  Restoration of Rights on Abandonment of
                 Proceedings..................................................38
SECTION 6.6.  Limitations on Suits by Securityholders.........................39
SECTION 6.7.  Unconditional Right of Securityholders to
                 Institute Certain Suits......................................39
SECTION 6.8.  Powers and Remedies Cumulative; Delay or
                 Omission Not Waiver of Default...............................40
SECTION 6.9.  Control by Holders of Securities................................40
SECTION 6.10. Waiver of Past Defaults.........................................41
SECTION 6.11. Trustee to Give Notice of Default, But May
                 Withhold in Certain Circumstances............................41
SECTION 6.12. Right of Court to Require Filing of
                 Undertaking to Pay Costs.....................................42

                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

SECTION 7.1.  Duties and Responsibilities of the Trustee;
                 During Default; Prior to Default.............................43
SECTION 7.2.  Certain Rights of the Trustee...................................44
SECTION 7.3.  Trustee Not Responsible for Recitals,
                 Disposition of Securities or Application
                 of Proceeds Thereof..........................................45

                                      -iii-


<PAGE>


                                                                            PAGE

SECTION 7.4.  Trustee and Agents May Hold Securities;
                 Collections, etc.............................................45
SECTION 7.5.  Moneys Held by Trustee..........................................46
SECTION 7.6.  Compensation and Indemnification of Trustee
                 and Its Prior Claim..........................................46
SECTION 7.7.  Right of Trustee to Rely on Officers'
                 Certificate, etc.............................................46
SECTION 7.8.  Qualification of Trustee; Conflicting
                 Interests....................................................47
SECTION 7.9.  Persons Eligible for Appointment as Trustee.....................47
SECTION 7.10.  Resignation and Removal; Appointment of
                 Successor Trustee............................................48
SECTION 7.11. Acceptance of Appointment by Successor
                 Trustee......................................................49
SECTION 7.12. Merger, Conversion, Consolidation or
                 Succession to Business of Trustee............................50
SECTION 7.13. Preferential Collection of Claims Against
                 the Issuer...................................................50
SECTION 7.14. Authenticating Agent............................................55

                                  ARTICLE VIII.

                      CONCERNING THE HOLDERS OF SECURITIES

SECTION 8.1.  Action by Holders...............................................57
SECTION 8.2.  Proof of Execution of Instruments by Holders
                 of Securities................................................57
SECTION 8.3.  Holders to be Treated as Owners.................................58
SECTION 8.4.  Securities Owned by Issuer Deemed Not
                 Outstanding..................................................58
SECTION 8.5.  Right of Revocation of Action Taken.............................59

                                   ARTICLE IX.

                                HOLDERS' MEETINGS

SECTION 9.1.  Purposes of Meetings............................................60
SECTION 9.2.  Call of Meetings by Trustee.....................................60
SECTION 9.3.  Call of Meetings by Issuer or Holders...........................60
SECTION 9.4.  Qualifications for Voting.......................................61
SECTION 9.5.  Regulations     ................................................61
SECTION 9.6.  Voting          ................................................62
SECTION 9.7.  No Delay of Rights by Reason of Meeting.........................62

                                   ARTICLE X.

                             SUPPLEMENTAL INDENTURES

SECTION 10.1. Supplemental Indentures Without Consent of
                 Securityholders..............................................63
SECTION 10.2. Supplemental Indentures With Consent of
                 Securityholders..............................................65

                                      -iv-


<PAGE>


                                                                            PAGE

SECTION 10.3. Notice of Supplemental Indenture................................66
SECTION 10.4. Effect of Supplemental Indenture................................66
SECTION 10.5. Documents To Be Given to Trustee................................66
SECTION 10.6. Notation on Securities in Respect of
                 Supplemental Indentures......................................66

                                   ARTICLE XI.

                          CONSOLIDATION, MERGER OR SALE

SECTION 11.1. Issuer May Consolidate, Merge or Sell on
                 Certain Terms................................................68
SECTION 11.2. Conditions to Consolidation or Merger, etc......................68
SECTION 11.3. Documents and Opinion To Be Furnished to the
                 Trustee......................................................69

                                  ARTICLE XII.

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

SECTION 12.1. Satisfaction and Discharge of Securities of
                 Any Series...................................................70
SECTION 12.2. Satisfaction and Discharge of Indenture.........................71
SECTION 12.3. Application of Trust Money......................................72
SECTION 12.4. Repayment of Moneys Held by Paying Agent........................72
SECTION 12.5. Return of Unclaimed Moneys Held by Trustee
                 and Paying Agent.............................................72

                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

SECTION 13.1. Incorporators, Stockholders, Officers and
                 Directors of Issuer Exempt from Individual
                 Liability....................................................74
SECTION 13.2. Provisions of Indenture for the Sole Benefit
                 of Parties and Securityholders...............................74
SECTION 13.3. Successors and Assigns of Issuer Bound by
                 Indenture....................................................74
SECTION 13.4. Notices to Holders; Waiver......................................74
SECTION 13.5. Addresses for Notices...........................................75
SECTION 13.6. Officers' Certificates and Opinions of
                 Counsel; Statements to Be Contained
                 Therein......................................................75
SECTION 13.7. Separability Clause.............................................76
SECTION 13.8. Legal Holidays .................................................76
SECTION 13.9. Conflict of Any Provision of Indenture with
                 Trust Indenture Act..........................................77
SECTION 13.10. Governing Law .................................................77
SECTION 13.11. Counterparts  .................................................77
SECTION 13.12. Effect of Headings.............................................77

                                       -v-


<PAGE>


                                                                            PAGE

                                  ARTICLE XIV.

                            REDEMPTION OF SECURITIES

SECTION 14.1. Applicability of Article........................................78
SECTION 14.2. Notice of Redemption; Selection of
                 Securities...................................................78
SECTION 14.3. Payment of Securities Called for Redemption.....................79

                                   ARTICLE XV.

                                  SINKING FUNDS

SECTION 15.1. Applicability of Article........................................81
SECTION 15.2. Satisfaction of Mandatory Sinking Fund
                 Payment with Securities......................................81
SECTION 15.3. Redemption of Securities for Sinking Fund.......................81


                                      -vi-


<PAGE>



     INDENTURE,  dated as of February 1, 2001,  between IDACORP,  INC., an Idaho
corporation  (hereinafter,  subject to Article  XI,  called the  "Issuer" or the
"Company"),  having its principal office at 1221 West Idaho Street, Boise, Idaho
83702- 5627,  and BANKERS  TRUST  COMPANY,  a New York banking  corporation,  as
Trustee (hereinafter, subject to Article VII, called the "Trustee").

                             Recitals of the Issuer

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Persons acquiring the same, it is mutually covenanted and agreed, for the
equal and  proportionate  benefit of all Holders (as defined in Section 1.1.) of
the Securities or of the  Securities of any series,  without any priority of any
one Security or series over any other,  except as otherwise  expressly  provided
herein, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

     SECTION  1.1.  Certain  Terms  Defined.  The  following  terms  (except  as
otherwise  expressly  provided or unless the context otherwise clearly requires)
for all purposes of this Indenture, including any indenture supplemental hereto,
have the respective meanings specified in this Section.  All other terms used in
this Indenture that are defined in the Trust Indenture Act or the definitions of
which in the Securities  Act of 1933 are referred to in the Trust  Indenture Act
or that are  defined by rule of the  Commission  under the Trust  Indenture  Act
(except as herein otherwise  expressly  provided or unless the context otherwise
clearly  requires)  have the  meanings  assigned  to such  terms  in said  Trust
Indenture Act and in said  Securities Act or in said  Commission  rule under the
Trust  Indenture  Act as in  force  at the  date on  which  this  Indenture  was
originally  executed  (subject to Sections 10.1 and 10.2).  The words  "herein",
"hereof"  and  "hereunder"  and  other  words of  similar  import  refer to this
Indenture as a whole and not to any

                                       -1-


<PAGE>



particular  Article,  Section or other  subdivision.  All  references  herein to
"Articles"  or other  subdivisions  are to the  corresponding  Articles or other
subdivisions  of this  Indenture.  The terms  defined in this  Article  have the
meanings  assigned to them in this Article and include the plural as well as the
singular.

     "Authenticating Agent" means, with respect to any series of Securities, any
authenticating  agent  appointed by the Trustee,  with respect to that series of
Securities, pursuant to Section 7.14.

     "Authorized  Newspaper" means a newspaper  printed in the English language,
customarily  published at least once a day,  and  customarily  published  for at
least five days in each calendar week, and of general circulation in The City of
New York. Whenever successive publications are required or authorized to be made
in  Authorized  Newspapers,  the  successive  publications  may be made  (unless
otherwise expressly provided herein) in the same or different newspapers meeting
the foregoing requirements and in each case on any Business Day.

     "Board of  Directors"  means either the Board of Directors of the Issuer or
any committee of such Board of Directors duly authorized to act on behalf of the
Board of Directors.

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

     "Business Day" means any day, other than a Saturday or Sunday, which is not
a day on which banking or trust  institutions  are authorized or required by law
or regulation to be closed in The City of New York.

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

     "Company": See "Issuer".

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, on the date of original execution of this Indenture,  is located at Four
Albany Street, New York, New York 10006, Attention: Manager, Public Utilities.

                                       -2-


<PAGE>



     "Depository"  means, with respect to the Securities of any series which, in
accordance with the  determination of the Issuer,  will be issued in whole or in
part in the form of one or more Global Securities, The Depository Trust Company,
New York, New York,  another  clearing agency or any successor  registered under
the Securities  Exchange Act of 1934, or other applicable statute or regulation,
which,  in each  case,  shall be  designated  by the Issuer  pursuant  to either
Section  2.4 or  3.1.  If at any  time  there  is more  than  one  such  Person,
"Depository" as used with respect to the Securities of any such series means the
Depository with respect to the Securities of that series.

     "Dollar"  ("$") means the coin or currency of the United  States of America
as at the time of payment is legal  tender for the payment of public and private
debts.

     "Event  of  Default"  means  any event or  condition  specified  as such in
Section 6.1 which shall have  continued for the period of time, if any,  therein
designated.

     "Generally Accepted  Accounting  Principles" means such accounting practice
and  principles  as, in the  opinion of the  independent  accountants  regularly
retained by the Issuer,  conform at the time to accounting  principles generally
accepted  by  the  certified  public  accounting  profession  and  applied  on a
consistent  basis (except for changes in application  in which such  accountants
concur).  Any  accounting  terms not  defined in this  Indenture  shall have the
respective meanings given to them under Generally Accepted Accounting Principles
consistent  with those  applied in the  preparation  of the  Issuer's  financial
statements or other financial statements required thereunder.

     "Global  Security" means,  with respect to all or any part of any series of
Securities, a Security executed by the Issuer and authenticated and delivered by
the Trustee to the Depository or pursuant to the Depository's  instruction,  all
in accordance  with this Indenture and pursuant to an Issuer Order,  which shall
be registered in the name of the  Depository or its nominee and the ownership of
which will be registered  in a  "book-entry"  or other system  maintained by the
Depository.

     "Government  Obligations" means securities which are (i) direct obligations
of  the  United  States   government  or  (ii)   obligations  of  an  agency  or
instrumentality  of the  United  States  government  the  payment  of  which  is
unconditionally  guaranteed by the United States  government,  which,  in either
case,  are not callable or redeemable at the option of the issuer  thereof,  and
such term also  includes a  depository  receipt  issued by a bank (as defined in
Section  3(a)(2) of the Securities Act of 1933) as custodian with respect to any
such securities or

                                       -3-


<PAGE>



specific payment of interest on or principal of any such securities held by such
custodian  for the account of the holder of such  depository  receipt;  provided
that (except as required by law) such  custodian is not  authorized  to make any
deduction from the amount payable to the holder of such depository  receipt from
any  amount  received  by the  custodian  in respect  of the  securities  or the
specific payment of interest on or principal of the securities evidenced by such
depository receipt.

     "Holder",  "Registered Holder" and "Securityholder" mean, with respect to a
Security,  the Person in whose name at the time such  Security is  registered in
the Securities Register (which terms, in the case of a Global Security, mean the
Depository,  notwithstanding  that the Depository  maintains a  "book-entry"  or
other  system  for  identification  of  ownership  in  respect  of  such  Global
Security).

     The term "include" (and other forms of such term) means  "include,  without
limitation".

     "Indenture" means this instrument as originally  executed and delivered or,
if amended or supplemented as herein  provided,  as so amended or  supplemented,
and includes the forms and terms of particular series of Securities  established
as contemplated hereunder.

     The  term  "interest"   means,   with  respect  to  non-   interest-bearing
Securities, interest payable after Maturity.

     "Interest  Payment  Date" means the Stated  Maturity of an  installment  of
interest on the Securities of any series.

     "Issuer" or "Company" means (except as otherwise  provided in Section 7.13)
IDACORP, Inc., an Idaho corporation,  and, subject to Article XI, its successors
and assigns.

     "Issuer  Order" and  "Issuer  Request"  mean a written  order and a written
request,  respectively,  signed in the name of the Issuer by the president,  any
vice president or the treasurer,  and by any assistant treasurer,  the secretary
or any assistant secretary of the Issuer, and delivered to the Trustee.

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

     "Officers'  Certificate" means a certificate  signed by the president,  any
vice president or the treasurer,  and by any assistant treasurer,  the secretary
or any assistant  secretary of the Issuer, and delivered to the Trustee,  except
that any Officers' Certificate delivered pursuant to Section 4.6 shall be signed
by a principal  operating  officer,  principal  financial  officer or  principal
accounting officer. Each such certificate

                                       -4-


<PAGE>



shall include the statements  provided for in Section 13.6, if and to the extent
required thereby.

     "Opinion of Counsel"  means an opinion in writing  signed by legal  counsel
who may be an employee  of or counsel to the Issuer or who may be other  counsel
satisfactory  to the Trustee.  Each such opinion  shall  include the  statements
provided for in Section 13.6, if and to the extent required thereby.

     "Original Issue Discount  Security" means any Security that provides for an
amount  less than the  principal  amount  thereof to be due and  payable  upon a
declaration of acceleration with respect thereto pursuant to Section 6.1.

     "Outstanding"  (subject to Section 8.4) means, with reference to Securities
as of any particular time, all Securities authenticated and delivered under this
Indenture, except

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

          (b) Securities,  or portions thereof, for the payment or redemption of
     which moneys in the necessary amount shall have been irrevocably  deposited
     in trust with the Trustee or with any Paying  Agent (other than the Issuer)
     or shall  have been set aside,  segregated  and held in trust by the Issuer
     for the  Holders of such  Securities  (if the  Issuer  shall act as its own
     Paying Agent) or for the payment of which Government Obligations shall have
     been  irrevocably  deposited in trust with the Trustee in  accordance  with
     Article XII; provided that, if such Securities, or portions thereof, are to
     be redeemed prior to the Stated Maturity thereof, notice of such redemption
     shall have been given as herein provided, or provision  satisfactory to the
     Trustee shall have been made for giving such notice; and

          (c) Securities in substitution  for which other  Securities shall have
     been authenticated and delivered,  or which shall have been paid,  pursuant
     to the terms of Section 3.7 (except with respect to any such Security as to
     which proof  satisfactory  to the Trustee and the Issuer is presented  that
     such  Security is held by a Person in whose hands such Security is a legal,
     valid and binding obligation of the Issuer).

     In  determining  whether  Holders  of the  requisite  principal  amount  of
Outstanding  Securities  of any or all  series  have made or given any  request,
demand,  authorization,  direction,  notice, consent or waiver hereunder, or are
present  to  constitute  a quorum at a meeting of  Holders  of  Securities,  the
principal amount of an Original Issue Discount  Security that shall be deemed to
be Outstanding for such purposes shall be the

                                       -5-


<PAGE>



amount of the principal  thereof that would be due and payable as of the date of
such  determination  upon a declaration  of  acceleration  with respect  thereto
pursuant to Section 6.1.

     "Overdue Rate" means,  with respect to any series of  Securities,  the rate
designated as such in or pursuant to the resolution of the Board of Directors or
the  supplemental  indenture,  as the case may be,  relating  to such  series as
contemplated by Section 3.1.

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

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate,  limited liability  company,  partnership,  joint venture,  association,
joint stock company, trust,  unincorporated  organization or government,  or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the  principal of, and premium,  if any, and interest,  if
any,  on, the  Securities  of such series are payable as  specified  pursuant to
Section 3.1.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and  delivered  under  Section 3.7 in lieu of a lost,  destroyed,
mutilated  or stolen  Security  shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

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

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

     "Registered Holder": See "Holder".

     "Responsible  Officer"  means,  with  respect to the  Trustee,  any officer
assigned to the Corporate Trust Office,  including any managing  director,  vice
president, assistant vice president, assistant treasurer, assistant secretary or
any other officer of the Trustee  customarily  performing  functions  similar to
those performed by any of the above designated officers,  and also, with respect
to a  particular  matter,  any other  officer,  to whom such  matter is referred
because of such  officer's  knowledge  of and  familiarity  with the  particular
subject.

                                       -6-


<PAGE>



     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Register" and "Securities Registrar": See Section 3.6.

     "Security" or  "Securities"  has the meaning stated in the recitals of this
Indenture.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and
in force  (except  as  otherwise  provided  herein)  at the  date on which  this
Indenture was originally executed.

     "Trustee"  means the Person  identified as "Trustee" in the first paragraph
hereof and,  subject to the  provisions  of Article VII,  shall also include any
successor trustee.

     The term "vice president" means, with respect to the Issuer or the Trustee,
any vice  president,  whether or not  designated  by a number or a word or words
added before or after the title of "vice president".

     SECTION  1.2.  Other  Defined  Terms.  Certain  other  terms are defined in
Article VII and other Articles of this Indenture.

                                       -7-


<PAGE>



                                   ARTICLE II.

                                 SECURITY FORMS

     SECTION 2.1.  Forms  Generally.  The  Securities of each series shall be in
substantially such form as shall be established pursuant to Section 3.1, in each
case  with  such  appropriate  insertions,  omissions,  substitutions  and other
variations  as are required or permitted  by this  Indenture,  and may have such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements  placed thereon as the Issuer may deem  appropriate  and as are not
contrary to the  provisions of this  Indenture,  or as may be required to comply
with any law or with any rules  made  pursuant  thereto or with any rules of any
securities  exchange  or of any  automated  quotation  system,  or to conform to
usage,  all  as  determined  by  the  officers  executing  such  Securities,  as
conclusively evidenced by their execution of the Securities.

     The  definitive  Securities of each series shall be prepared by the Company
and shall be printed, lithographed or engraved on steel-engraved borders, or may
be produced in any other manner,  all as  determined  by the officers  executing
such  Securities,   as  conclusively   evidenced  by  their  execution  of  such
Securities,  subject, with respect to the Securities of any series, to the rules
of any securities exchange or automated quotation system on which the Securities
of such series are listed or quoted and (with  respect to Global  Securities  of
any series) to the rules of the Depository.

     SECTION 2.2. Form of Trustee's Certificate of Authentication. The Trustee's
Certificate of  Authentication  on all Securities shall be in substantially  the
following form:

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

                                               --------------------,
                                                              as Trustee

                                               By

                                               --------------------------------
                                                   Authorized Signatory

                                       -8-


<PAGE>



     SECTION  2.3  Form  of  Trustee's   Certificate  of  Authentication  by  an
Authenticating  Agent.  If at any time there  shall be an  Authenticating  Agent
appointed  with  respect  to  any  series  of  Securities,  then  the  Trustee's
Certificate of Authentication by such Authenticating  Agent on all Securities of
each such series shall be in substantially the following form:

                                               --------------------,
                                                              as Trustee

                                               By  [NAME OF AUTHENTICATING
                                                   AGENT],
                                                     Authenticating Agent

                                               By

                                               --------------------------------
                                                        Authorized Signatory

     SECTION 2.4. Securities  Issuable in the Form of Global Securities.  (a) If
the Issuer  shall  establish  pursuant to Section 3.1 that the  Securities  of a
particular  series  are to be issued  in whole or in part as one or more  Global
Securities,  then the Issuer shall execute, and the Trustee shall, in accordance
with  Section 3.3 and the Issuer  Order  delivered  to the  Trustee  thereunder,
authenticate  and make  available  for delivery,  one or more Global  Securities
which (i) shall represent an aggregate  principal  amount equal to the aggregate
principal amount of the Outstanding  Securities of such series to be represented
by one or more Global  Securities,  (ii) shall be  registered in the name of the
Depository  or its  nominee,  (iii)  shall be  delivered  by the  Trustee to the
Depository  or pursuant to the  Depository's  instruction  and (iv) shall bear a
legend substantially to the following effect:

     "Except as otherwise provided in Section 2.4 of the Indenture,  unless this
certificate is presented by an authorized representative of The Depository Trust
Company,  a New York  corporation  ("DTC"),  to the  Company  or its  agent  for
registration of transfer,  exchange,  or payment,  and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized  representative  of DTC (and any  payment is made to Cede & Co. or to
such other entity as is requested by an authorized  representative  of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein."

     (b)  Notwithstanding any provision of Section 3.6, any Global Security of a
series may be transferred,  in whole but not in part, and in the manner provided
in Section 3.6, only to

                                       -9-


<PAGE>



another nominee of the Depository for such series, or to a successor  Depository
for such  series  selected  or  approved  by the  Issuer or to a nominee of such
successor Depository.

     (c) If at any time the Depository  for Securities of a series  notifies the
Issuer that it is unwilling or unable to continue as Depository  for  Securities
of such series or if at any time the Depository shall no longer be registered or
in good standing under the Securities  Exchange Act of 1934, or other applicable
statute or regulation, and a successor Depository is not appointed by the Issuer
within 90 days after the Issuer  receives  such notice or becomes  aware of such
condition, as the case may be, this Section shall no longer be applicable to the
Securities  of such series and the Issuer will  execute,  and the Trustee,  upon
receipt of an Issuer Order for the  authentication  and  delivery of  individual
Securities of such series,  will  authenticate  and make available for delivery,
Securities  of such series,  in  authorized  denominations,  and in an aggregate
principal amount equal to the aggregate  principal amount of the Global Security
or Global  Securities  of such  series in exchange  for such Global  Security or
Global Securities.

     The Issuer may at any time determine that Securities of any series shall no
longer be represented  by one or more Global  Securities and that the provisions
of this Section shall no longer apply to the Securities of such series.  In such
event the Issuer will execute and the  Trustee,  upon receipt of an Issuer Order
for the  authentication  and delivery of  individual  Securities of such series,
will authenticate and make available for delivery  Securities of such series, in
authorized  denominations,  and in an  aggregate  principal  amount equal to the
aggregate  principal amount of the Global Security or Global  Securities of such
series in exchange for such Global Security.

     If specified by the Issuer pursuant to Section 3.1 with respect to a series
of  Securities,  the  Depository  for such series of Securities  may surrender a
Global  Security for such series of  Securities  in exchange in whole or in part
for individual  Securities of such series on such terms as are acceptable to the
Issuer and such Depository. Thereupon, the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery, without service charge,

          (i) to each  Person  specified  by such  Depository  a new  individual
     Security or Securities of the same series,  of any authorized  denomination
     as requested by such Person in aggregate  principal  amount equal to and in
     exchange for such Person's beneficial interest in the Global Security; and

          (ii) to such Depository a new Global Security in a denomination  equal
     to the difference,  if any, between the principal amount of the surrendered
     Global Security and the

                                      -10-


<PAGE>



     aggregate  principal amount of individual  Securities  delivered to Holders
     thereof.

     In any exchange  provided for in any of the  preceding  paragraphs  of this
Section,  the Issuer will  execute and the Trustee  will  authenticate  and make
available for delivery  individual  Securities in registered  form in authorized
denominations.

     Upon the exchange of a Global  Security  for  individual  Securities,  such
Global Security shall be cancelled by the Trustee.  Individual Securities issued
in exchange for a Global  Security  pursuant to this Section shall be registered
in such names and in such  authorized  denominations  as the Depository for such
Global  Security,   pursuant  to  instructions   from  its  direct  or  indirect
participants  or otherwise,  shall instruct the Trustee.  The Trustee shall make
such  Securities  available  for  delivery  to the  Persons in whose  names such
Securities are so registered.

                                      -11-


<PAGE>



                                  ARTICLE III.

                                 THE SECURITIES

     SECTION 3.1. Amount Unlimited;  Issuable in Series. The aggregate principal
amount of  Securities  which  may be  authenticated  and  delivered  under  this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series.  With
respect to the Securities of any particular  series,  there shall be established
in, or  pursuant  to the  authority  granted  in, a  resolution  of the Board of
Directors  (delivered  to the  Trustee  in the  form of a Board  Resolution)  or
established in one or more indentures supplemental hereto:

          (1) the form of the Securities of the series;

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

          (3) any limit upon the aggregate principal amount of the Securities of
     the series that 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 2.4, 3.6, 3.7, 3.10 or 14.3);

          (4) the date or dates on which the  Securities  of the  series  may be
     issued;

          (5) the date or dates, which may be serial, on which the principal of,
     and premium, if any, on, the Securities of the series are payable;

          (6) the rate or rates,  or the  method of  determination  thereof,  at
     which the Securities of the series shall bear  interest,  if any (including
     the rate or rates  at which  overdue  principal  shall  bear  interest,  if
     different  from  the rate or rates at  which  such  Securities  shall  bear
     interest prior to Maturity, and, if applicable,  the rate or rates at which
     overdue premium or interest shall bear interest,  if any); any formulary or
     other  method  or  other  means by which  any such  rate or rates  shall be
     determined,  by reference to an index or other fact or event  ascertainable
     outside  this  Indenture  or  otherwise;  the date or dates from which such
     interest  shall accrue,  the Interest  Payment Dates on which such interest
     shall be  payable  and the  record  dates,  if other  than as set  forth in
     Section 3.8, for the determination of Holders to whom interest is payable;

                                      -12-


<PAGE>



          (7) the place or places where the principal  of, and premium,  if any,
     and interest, if any, on, the Securities of the series shall be payable (if
     other than as provided in Section 4.2);

          (8) the provisions, if any, establishing the price or prices at which,
     the period or periods within which and the terms and conditions  upon which
     Securities  of the  series  may be  redeemed,  in whole or in part,  at the
     option of the Issuer, pursuant to any sinking fund or otherwise;

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

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

          (11) whether the Securities of the series are to be issued as Original
     Issue  Discount  Securities  and,  if so, the amount of the  discount  with
     respect thereto;

          (12) if other than the principal  amount  thereof,  the portion of the
     principal  amount of the  Securities  of the series  which shall be payable
     upon  declaration of acceleration  with respect thereto pursuant to Section
     6.1 or payable in bankruptcy pursuant to Section 6.2;

          (13) any Events of Default or restrictive  covenants provided for with
     respect  to the  Securities  of the  series,  if other than as set forth in
     Section 6.1 and Articles IV and XI;

          (14) if other  than the rate of  interest  stated  in the title of the
     Securities of the series, the applicable Overdue Rate;

          (15) in case the  Securities of the series do not bear  interest,  the
     applicable dates for the purpose of clause (a) of Section 5.1;

          (16) if other than as set forth in  Article  XII,  provisions  for the
     satisfaction  and  discharge  of the  Securities  of the  series  and  this
     Indenture;

          (17) any trustees,  paying agents,  transfer agents or registrars with
     respect to the Securities of the series;


                                      -13-


<PAGE>



          (18) whether the  Securities of the series are issuable in whole or in
     part as one or more Global  Securities  and, in such case,  the identity of
     the Depository for such Global Security or Global Securities;

          (19) any  restrictions  on transfer with respect to the  Securities of
     the series and any legend reflecting such restrictions to be placed on such
     Securities;

          (20) if the amount of payment of principal of, and premium, if any, or
     interest,  if any, on, the Securities of the series may be determined  with
     reference to an index,  formula or other  method,  the manner in which such
     amounts shall be determined;

          (21) any  exceptions to Section 13.8 or in the definition of "Business
     Day" with respect to the Securities of the series; and

          (22) any other terms of the series  (which terms shall not be contrary
     to the provisions of this Indenture).

     With respect to any Securities (and without  limiting the generality of the
foregoing provisions of this Section), such resolution of the Board of Directors
or indenture supplemental hereto may provide general terms or parameters and may
provide  that the  specific  terms of  particular  Securities,  and the  Persons
authorized  to  determine  such  terms  or  parameters,  may  be  determined  in
accordance with or pursuant to the Issuer Order referred to in Section 3.3.

     All Securities of any one series shall be substantially identical except as
to  denomination  and except as may otherwise be provided in, or pursuant to the
authority  granted in, such  resolution of the Board of Directors or in any such
indenture supplemental hereto.

     SECTION 3.2. Form and  Denominations.  In the absence of any  specification
pursuant  to Section  3.1 with  respect to the  Securities  of any  series,  the
Securities of such series shall be issuable in fully  registered  form,  without
coupons, in denominations of $1,000 and any integral multiple thereof.

     SECTION 3.3. Authentication, Dating and Delivery of Securities. At any time
and  from  time to time  after  the  original  execution  and  delivery  of this
Indenture,  the Issuer may deliver  Securities  of any  series,  executed by the
Issuer, to the Trustee for authentication.  Except as otherwise provided in this
Article,  the  Trustee  shall  thereupon  authenticate  and make  available  for
delivery, or cause to be authenticated and delivered, said Securities to or upon
an Issuer Order,  without any further action by the Issuer;  provided,  however,
that the Trustee shall  authenticate and make available for delivery  Securities
of such series for original issue from time to time

                                      -14-


<PAGE>



in the aggregate  principal amount  established for such series pursuant to such
procedures,  acceptable  to  the  Trustee  and  to  such  recipients,  as may be
specified  from time to time by an Issuer Order.  The maturity  dates,  original
issue dates, interest rates and any other terms of the Securities of such series
shall be  determined  by or  pursuant to such Issuer  Order and  procedures.  If
provided for in such procedures,  such Issuer Order may authorize authentication
and  delivery  pursuant  to  oral  instructions  from  the  Issuer  or its  duly
authorized agent, which instructions shall be promptly confirmed in writing.

     In authenticating such Securities and accepting the responsibilities  under
this Indenture in relation to such Securities,  the Trustee shall be entitled to
receive, prior to the initial authentication of such Securities, and (subject to
Section 7.1) shall be fully protected in relying upon:

          (1) a Board Resolution relating thereto;

          (2) an executed supplemental indenture, if any, relating thereto;

          (3) an  Officers'  Certificate  which shall state that all  conditions
     precedent  provided for in this Indenture  relating to the issuance of such
     Securities  have been complied with,  that no Event of Default with respect
     to any series of  Securities  has occurred and is  continuing  and that the
     issuance of such  Securities does not constitute and will not result in (i)
     any Event of Default or any event or condition,  which,  upon the giving of
     notice or the lapse of time or both,  would  become an Event of  Default or
     (ii) any default under the provisions of any other  instrument or agreement
     by which the Company is bound; and

          (4) an Opinion of Counsel, which shall state

               (a)  that the form and the  terms of such  Securities  have  been
          established  (i)  by  or  pursuant  to  the  authority  granted  in  a
          resolution of the Board of Directors delivered to the Trustee pursuant
          to subparagraph (1) above or by a supplemental  indenture delivered to
          the Trustee  pursuant to subparagraph  (2) above,  (ii) as provided by
          Section  3.1 and  (iii)  in  conformity  with the  provisions  of this
          Indenture;

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

                                      -15-


<PAGE>



               (c) that  the  Issuer  has the  corporate  power  to  issue  such
          Securities  and has duly taken all  necessary  corporate  action  with
          respect to such issuance;

               (d) that, assuming compliance with any restrictions  limiting the
          debt issuance  capacity of the Issuer applicable to such Securities at
          the time of the issuance thereof, the issuance of such Securities will
          not  contravene  the charter or by-laws of the Issuer or result in any
          violation of any of the terms or  provisions  of any law or regulation
          or of any indenture,  mortgage or other  instrument or agreement known
          to such counsel by which the Issuer is bound; and

               (e) that all laws and  requirements  in respect of the  execution
          and  delivery  by  the  Issuer  of the  Securities,  and  the  related
          supplemental  indenture,  if any,  have  been  complied  with and that
          authentication  and delivery of such  Securities and the execution and
          delivery of the related supplemental indenture, if any, by the Trustee
          will not violate the terms of the Indenture.

     Notwithstanding  the provisions of Section 3.1 and of this Section,  if all
the Securities of a series are not to be originally issued at one time, it shall
not be  necessary  to deliver the Board  Resolution  or  supplemental  indenture
otherwise  required  pursuant  to  Section  3.1 or the Issuer  Order,  Officers'
Certificate,  Opinion of Counsel and other documents  required  pursuant to this
Section  at or prior  to the time of  authentication  of each  Security  of such
series if such documents are delivered at or prior to the time of authentication
upon  original  issuance  of the first  Security  of such  series to be  issued;
provided,  however,  that any subsequent request by the Issuer to the Trustee to
authenticate  Securities of such series shall  constitute a  representation  and
warranty by the Issuer that as of the date of such request the  statements  made
in the Officers'  Certificate delivered pursuant to Section 3.3(3) shall be true
and correct on the date thereof as if made on and as of the date thereof.

     The  Trustee  shall  have the right to  decline  to  authenticate  and make
available for delivery any Securities  under this Section if the Trustee,  being
advised  by  counsel  reasonably  acceptable  to the  Trustee  and  the  Issuer,
determines that such action would expose the Trustee to personal liability.

     Each  Security  shall be dated  the date of its  authentication,  except as
otherwise  provided  pursuant to Section 3.1 with respect to the series of which
such Security is a part and except that any  substitute  Security  under Section
3.7 shall be dated so that neither gain nor loss in interest shall

                                      -16-


<PAGE>



result  from  any  mutilation,  destruction,  loss  or  theft  of  the  relevant
Predecessor Security.

     SECTION 3.4. Execution of Securities. The Securities shall be signed in the
name of and on  behalf  of the  Issuer  by both  (a) its  president  or any vice
president and (b) its treasurer,  any assistant treasurer,  its secretary or any
assistant  secretary,  under its  corporate  seal  which may,  but need not,  be
attested.  Such  signatures  may be the manual or facsimile  signatures  of such
officers.  The seal of the issuer may be in the form of a facsimile  thereof and
may  be  impressed,   affixed,   imprinted  or  otherwise   reproduced  thereon.
Typographical  and other minor errors or defects in any such reproduction of the
seal or any such signature  shall not affect the validity or  enforceability  of
any Security that has been duly authenticated and delivered by the Trustee.

     In case  any  officer  of the  Issuer  who  shall  have  signed  any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by or on behalf of the Trustee or disposed of by the
Issuer,  such  Securities  nevertheless  may be  authenticated  and delivered or
disposed of as though the Person who signed such Securities had not ceased to be
such  officer of the  Issuer;  and any  Security  may be signed on behalf of the
Issuer by such Persons as, at the actual date of the original  execution of such
Security,  shall be the proper  officers of the Issuer,  although at the date of
the original  execution and delivery of this  Indenture,  or at the date of such
Security, any such Person was not such an officer.

     SECTION 3.5.  Certificate of Authentication.  No Security shall be entitled
to the  benefits of this  Indenture or be valid or  obligatory  for any purpose,
unless  there  appears  on  such  Security  a  certificate   of   authentication
substantially in the form hereinbefore recited,  executed by or on behalf of the
Trustee by manual  signature.  Such  certificate  by or on behalf of the Trustee
upon any Security executed by the Company shall be conclusive  evidence that the
Security so authenticated has been duly  authenticated  and delivered  hereunder
and that the Holder is entitled to the benefits of this Indenture.

     SECTION 3.6. Registration,  Registration of Transfer and Exchange.  Subject
to the  conditions  set  forth  below  (and  subject,  with  respect  to  Global
Securities,  to Section  2.4),  Securities  of any series may be exchanged for a
like aggregate  principal amount of Securities of the same series and having the
same terms but in other  authorized  denominations.  Securities  to be exchanged
shall be  surrendered  at the  offices or  agencies  to be  maintained  for such
purposes  as  provided  in Section  4.2,  and the Issuer  shall  execute and the
Trustee or any  Authenticating  Agent shall  authenticate and make available for
delivery in exchange therefor the Security or Securities which the Holder making
the exchange shall be entitled to receive.

                                      -17-


<PAGE>



     The  Issuer  shall  keep or  cause to be kept,  at one of said  offices  or
agencies  maintained  pursuant  to Section  4.2, a register  for each  series of
Securities  issued  hereunder  (hereinafter  collectively  referred  to  as  the
"Securities  Register") in which,  subject to such reasonable  regulations as it
may  prescribe,  the Issuer  shall,  subject to the  provisions  of Section 2.4,
provide for the registration of Securities of such series and shall register the
transfer  of  Securities  of  such  series  as in  this  Article  provided.  The
Securities  Register  shall be in written  form or in any other form  capable of
being  converted  into  written form within a  reasonable  time.  The Trustee is
hereby  appointed  as the  initial  "Securities  Registrar"  for the  purpose of
registering  Securities  and  registering  transfers  of  Securities  as  herein
provided.  Subject  to  the  provisions  of  Section  2.4,  upon  surrender  for
registration  of  transfer  of any  Security of any series at any such office or
agency,  the Issuer shall  execute and the Trustee or any  Authenticating  Agent
shall  authenticate and make available for delivery in the name of transferee or
transferees  a new  Security  or  Securities  of the  same  series  for an equal
aggregate principal amount.

     All  Securities  presented  for  registration  of transfer or for exchange,
redemption  or payment  shall (if so  required  by the Issuer or the  Securities
Registrar) be duly  endorsed by, or be  accompanied  by a written  instrument or
instruments  of transfer in form  satisfactory  to the Issuer and the Securities
Registrar duly executed by, the Holder  thereof or his attorney duly  authorized
in writing.

     Each  Security  issued  upon   registration  of  transfer  or  exchange  of
Securities pursuant to this Section shall be the valid obligation of the Issuer,
evidencing  the same  indebtedness  and entitled to the same benefits under this
Indenture as the Security or Securities  surrendered  upon  registration of such
transfer or exchange.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Securities,  but the Issuer may require  payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
with any  registration  of  transfer  or  exchange  of  Securities,  other  than
exchanges pursuant to Section 3.10, 10.6, or 14.3 not involving any transfer.

     The Issuer  shall not be required  (a) to issue,  exchange or register  the
transfer  of any  Securities  of any  series  during a period  beginning  at the
opening  of  business  15 days  before  the day of the  mailing  of a notice  of
redemption  of  Securities of such series and ending at the close of business on
the day of such  mailing,  or (b) to exchange or  register  the  transfer of any
Securities  selected,  called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed.

                                      -18-


<PAGE>



     SECTION 3.7. Mutilated,  Destroyed, Lost and Stolen Securities. In case any
temporary or definitive  Security shall become mutilated  (whether by defacement
or  otherwise) or be  destroyed,  lost or stolen,  and in the absence of written
notice to the Issuer or the Trustee that such  Security  has been  acquired by a
bona fide  purchaser,  the Issuer  shall,  except as otherwise  provided in this
Section, execute, and upon an Issuer Request, the Trustee shall authenticate and
make  available  for  delivery,  a new  Security of the same  series,  tenor and
principal amount,  bearing a number,  letter or other distinguishing  symbol not
contemporaneously  outstanding,  in exchange and  substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed,  lost
or stolen. In every case the applicant for a substituted  Security shall furnish
to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as may be required by them to save each of them  harmless,
and,  in every case of  destruction,  loss or theft,  the  applicant  shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence  to  their  satisfaction  of the  destruction,  loss or  theft  of such
Security and of the ownership thereof.

     Upon the issuance of any substitute Security under this Section, the Issuer
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 or any  Authenticating
Agent) connected therewith.

     In case any  Security  which has  matured or is about to mature or has been
called for  redemption in full shall become  mutilated or be destroyed,  lost or
stolen,  the  Issuer  may,  instead  of issuing a  substitute  Security,  pay or
authorize the payment of the same (without  surrender thereof except in the case
of a mutilated  Security).  In every case,  the applicant for such payment shall
furnish  to the  Issuer  and to the  Trustee  and any agent of the Issuer or the
Trustee  such  security or  indemnity as any of them may require to save each of
them harmless,  and, in every case of destruction,  loss or theft, the applicant
shall also  furnish to the Issuer and the Trustee and any agent of the Issuer or
the Trustee evidence to their satisfaction of the destruction,  loss or theft of
such Security and of the ownership thereof.

     Every  substitute  Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed,  lost
or stolen shall constitute an additional  contractual  obligation of the Issuer,
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 (but shall be
subject to all the  limitations of rights set forth in) this  Indenture  equally
and  proportionately  with any and all  other  Securities  of such  series  duly
authenticated and delivered hereunder. All Securities shall be

                                      -19-


<PAGE>



held and owned upon the express  condition that, to the extent permitted by law,
the  foregoing  provisions  of this  Section are  exclusive  with respect to the
replacement  or payment of mutilated  (whether by  defacement  or  otherwise) or
destroyed, lost or stolen Securities and shall preclude any and all other rights
or remedies  notwithstanding any law or statute existing or hereafter enacted to
the  contrary  with  respect  to  the   replacement  or  payment  of  negotiable
instruments or other securities without their surrender.

     SECTION 3.8. Payment of Interest;  Interest Rights Preserved. The Holder of
any  Securities  at the close of business on any record date with respect to any
Interest Payment Date shall be entitled to receive the interest, if any, payable
on  such  Interest  Payment  Date   notwithstanding  the  cancellation  of  such
Securities  upon any  registration  of transfer or  exchange  subsequent  to the
record date and prior to such Interest Payment Date, and, if provided for in the
Board  Resolution  pursuant  to Section  3.1,  in the case of a Security  issued
between a record date and the initial  Interest  Payment  Date  relating to such
record date,  interest for the period  beginning on the date of issue and ending
on such initial  Interest  Payment Date shall be paid to the Person to whom such
Security shall have been  originally  issued.  Except as otherwise  specified as
contemplated  by Section 3.1,  for  Securities  of a particular  series the term
"record date" as used in this Section with respect to any Interest  Payment Date
shall mean the close of business on the last day of the calendar month preceding
such Interest Payment Date if such Interest Payment Date is the fifteenth day of
a calendar  month and shall mean the close of business on the  fifteenth  day of
the calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a  calendar  month,  whether or not such day shall be a
Business  Day. At the option of the Issuer,  payment of interest on any Security
may be made by check mailed to the address of the Person entitled thereto (which
shall be the Depository in the case of Global  Securities) as such address shall
appear in the Securities Register.

     If and to the  extent  the  Issuer  shall  default  in the  payment  of the
interest due on such Interest  Payment Date in respect of any  Securities,  such
defaulted  interest shall be paid by the Issuer at its election in each case, as
provided in clause (1) or (2) below:

          (1) The  Issuer  may make  payment of any  defaulted  interest  to the
     Holder of Securities  at the close of business on a subsequent  record date
     established by notice given by mail, by or on behalf of the Issuer, to such
     Holder not less than 15 days preceding such  subsequent  record date,  such
     record date to be not less than 10 days  preceding  the date for payment of
     such defaulted interest.

                                      -20-


<PAGE>



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

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

     SECTION  3.9.   Cancellation  of  Securities;   Destruction   Thereof.  All
Securities  surrendered  for payment,  redemption,  registration  of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund,  shall, if surrendered to the Issuer or any Paying Agent or any Securities
Registrar,  be delivered to the Trustee for  cancellation  or, if surrendered to
the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof  except  as  expressly  permitted  by  any  of the  provisions  of  this
Indenture. The Trustee shall, unless instructed to deliver the Securities to the
Issuer in an  Issuer  Order,  destroy  such  cancelled  Securities  and  deliver
certification  of their  destruction to the Issuer.  If the Issuer shall acquire
any of the  Securities,  such  acquisition  shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

     SECTION 3.10. Temporary  Securities.  Pending the preparation by the Issuer
of definitive  Securities of any series,  the Issuer may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced, in each case
in form satisfactory to the Trustee).  Temporary  Securities of any series shall
be issuable in any authorized denomination, and substantially in the form of the
definitive  Securities  of such series in lieu of which they are issued but with
such  omissions,  insertions and variations as may be appropriate  for temporary
securities,  all as may be determined by the Issuer with the  concurrence of the
Trustee.  Temporary  Securities  may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be  authenticated  by the Trustee upon the same conditions and
in  substantially  the same  manner,  and with like  effect,  as the  definitive
Securities.  Without  unreasonable  delay the  Issuer  shall  execute  and shall
furnish definitive  Securities of such series and thereupon temporary Securities
of such series may be  surrendered  in exchange  therefor  without charge at the
Corporate

                                      -21-


<PAGE>



Trust  Office  of the  Trustee,  and the  Trustee  shall  authenticate  and make
available  for  delivery  in exchange  for such  temporary  Securities  an equal
aggregate  principal  amount of definitive  Securities of the same series.  Such
exchange  shall be made by the Issuer at its own  expense and without any charge
therefor except that in case of any such exchange  involving any registration of
transfer the Issuer may require  payment of a sum sufficient to cover any tax or
other  governmental  charge  that may be imposed in relation  thereto.  Until so
exchanged,  the  temporary  Securities  of any series  shall in all  respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series authenticated and delivered hereunder.

     SECTION 3.11.  Computation  of Interest.  Except as otherwise  specified as
contemplated  by Section  3.1 for  Securities  of any  series,  interest  on the
Securities  of each series  shall be computed on the basis of a 360-day  year of
twelve 30-day months.

                                      -22-


<PAGE>



                                   ARTICLE IV.

                             COVENANTS OF THE ISSUER

     The  Issuer  covenants  and  agrees  for  the  benefit  of each  series  of
Securities  (except to the extent that any series of the  Securities is excluded
from the benefits of any of such covenants  pursuant to Section 3.1(13)) that on
and after the date of original execution of this Indenture and so long as any of
the Securities of such series remain Outstanding:

     SECTION 4.1. Payment of Securities. The Issuer will duly and punctually pay
or cause to be paid the principal of, and the premium, if any, and interest,  if
any, on, the Securities of such series at the place or places, at the respective
times and in the manner  provided in such  Securities and in the  Indenture.  As
provided in Section 3.8, each  installment  of interest on the Securities of any
series may be paid by mailing checks for such interest payable to the Holders of
such Securities  entitled  thereto as their names shall appear on the Securities
Register.

     SECTION 4.2.  Offices or Agency.  So long as any of the  Securities  remain
Outstanding,  the Issuer will maintain in the Borough of Manhattan,  The City of
New York,  New York, an office or agency where  Securities of such series may be
presented or  surrendered  for payment,  where  Securities of such series may be
surrendered  for  registration  of transfer or  exchange  and where  notices and
demands to or upon the Issuer in respect of the  Securities  of such  series and
this  Indenture  may be served,  which office or agency  shall  initially be the
Corporate  Trust Office of the Trustee or, if the Corporate  Trust Office of the
Trustee is not located in the Borough of Manhattan,  The City of New York,  such
office  or  agency  shall  be  the  principal  corporate  trust  office  of  the
Authenticating Agent designated pursuant to Section 7.14 hereof. The Issuer will
give prompt  written  notice to the Trustee of any change in the location of any
such office or agency.  If at any time the Issuer  shall fail to  maintain  such
required office or agency or shall fail to furnish the Trustee with the required
information with respect thereto, presentations, surrenders, notices and demands
in respect of Securities may be made or served at the Corporate  Trust Office of
the Trustee and the corporate trust office of any Authenticating Agent appointed
hereunder;  and the Issuer  hereby  appoints the Trustee and any  Authenticating
Agent  appointed  hereunder  its  agents  to  receive  all  such  presentations,
surrenders, notices and demands.

     The Issuer may also from time to time  designate  one or more other offices
or agencies  (in or outside The City of New York) where the  Securities  of such
series may be presented or surrendered for any or all of such purposes,  and may
from time to time  rescind such  designation;  provided,  however,  that no such
designation or rescission shall in any manner relieve the

                                      -23-


<PAGE>



Issuer of its  obligation  to maintain for such  purposes an office or agency in
the Borough of Manhattan,  The City of New York. The Issuer will promptly notify
the Trustee of any such designation or rescission thereof.

     SECTION  4.3.  Appointment  to Fill a Vacancy  in Office  of  Trustee.  The
Issuer,  whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint,  in the manner provided in Section 7.10, a Trustee,  so that there
shall at all times be a  Trustee  with  respect  to each  series  of  Securities
hereunder.

     SECTION 4.4.  Paying  Agents.  Whenever  the Issuer shall  appoint a Paying
Agent other than the Trustee with respect to the  Securities  of any series,  it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which  such  Paying  Agent  shall  agree  with the  Trustee,  subject  to the
provisions of this Section,

          (a) that it will hold all sums received by it as such Paying Agent for
     the payment of the principal of, and premium, if any, and interest, if any,
     on, the  Securities of such series  (whether such sums have been paid to it
     by the Issuer or by any other obligor on the  Securities of such series) in
     trust for the benefit of the Holders of the  Securities of such series,  or
     of the Trustee,

          (b) that it will give the Trustee  notice of any failure by the Issuer
     (or by any other  obligor  on the  Securities  of such  series) to make any
     payment of the principal of, or premium,  if any, or interest,  if any, on,
     the Securities of such series when the same shall be due and payable, and

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

     If the  Issuer  shall  act as its own  Paying  Agent  with  respect  to the
Securities  of any series,  it will, on or before each due date of the principal
of, or premium, if any, or interest,  if any, on, the Securities of such series,
set aside,  segregate  and hold in trust for the  benefit of the  Holders of the
Securities of such series a sum sufficient to pay such  principal,  premium,  if
any, or interest,  if any, so becoming due. The Issuer will promptly  notify the
Trustee of any failure to take such action.

     Whenever  the Issuer  shall have one or more Paying  Agents with respect to
the  Securities  of any  series,  it  will,  on or  prior to the due date of the
principal  of, or premium,  if any, or interest,  if any, on, the  Securities of
such series, deposit with a designated Paying Agent for such series a sum

                                      -24-


<PAGE>



sufficient  to pay the  principal,  premium,  if any,  or  interest,  if any, so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such principal,  premium,  if any, or interest,  if any, and (unless
such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee at
its Corporate Trust Office of its failure so to act.

     Anything in this Section to the contrary notwithstanding, the Issuer may at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to one or more or all series of Securities  hereunder,  or for any other reason,
pay or  cause to be paid to the  Trustee  all  sums  held in trust  for any such
series by the Issuer or any Paying Agent hereunder, as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding,  the agreement to
hold sums in trust as provided in this Section is subject to the  provisions  of
Sections 12.3, 12.4 and 12.5.

     SECTION 4.5. Maintenance of Corporate  Existence.  The Issuer will preserve
its  corporate  existence,  but this  covenant  shall not  require the Issuer to
continue its corporate  existence in the event of a  consolidation  or merger of
the Issuer with or into any other corporation in accordance with Article XI as a
result of which the Issuer shall lose its corporate identity, or in the event of
a sale,  transfer  or lease of the  property  of the  Issuer as an  entirety  or
substantially as an entirety in accordance with Article XI.

     SECTION 4.6.  Certificates to Trustee.  The Issuer will, on or before May 1
in each year,  commencing with the year 2002, file with the Trustee an Officers'
Certificate  complying  with the  provisions of the second  paragraph of Section
13.6,  covering the period from the date of original execution of this Indenture
to December 31, 2001 in the case of the first such certificate, and covering the
preceding calendar year in the case of each subsequent certificate,  and stating
whether or not, to the knowledge of each of the signers, the Issuer has complied
with the conditions and covenants on its part contained in this Indenture,  and,
if the  signers,  to the best of their  knowledge,  know of any  default  by the
Issuer in the  performance,  observance or  fulfillment of any such condition or
covenant,  specifying each such default and the nature thereof.  For the purpose
of this  Section,  compliance  shall be determined  without  regard to any grace
period  or  requirement  of  notice  provided  pursuant  to the  terms  of  this
Indenture.

                                      -25-


<PAGE>



                                   ARTICLE V.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

     SECTION  5.1.  Issuer  to  Furnish  Trustee  Information  as to  Names  and
Addresses  of  Securityholders.  The Issuer  covenants  and agrees  that it will
furnish  or cause to be  furnished  to the  Trustee  a list in such  form as the
Trustee may reasonably  require of the names and addresses of the Holders of the
Securities of each series;

          (a)  semiannually and not more than 15 days after each record date for
     the payment of interest,  if any, on such Securities of such series,  as of
     such record date, and on dates to be determined pursuant to Section 3.1 for
     non- interest bearing Securities of such series in each year, and

          (b) at such other times as the Trustee may request in writing,  within
     30 days after  receipt by the Issuer of any such  request,  a list, in such
     form as the Trustee may reasonably  require,  of the names and addresses of
     the Holders of the Securities of such series,  as of the respective  record
     dates  therefor (and on dates to be  determined  pursuant to Section 3.1 if
     the  Securities of such series do not bear  interest) as of a date not more
     than 15 days prior to the time such  information  is furnished and need not
     include information received after such date;

provided that, if and so long as the Trustee shall be the  Securities  Registrar
for such series, such list shall not be required to be furnished.

     SECTION 5.2.  Preservation and Disclosure of Securityholder  Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably  practicable,  all
information  as to the names and  addresses of the Holders of each series of the
Securities  (1) contained in the most recent list furnished to it as provided in
Section 5.1, (2)  maintained  by the Trustee in its capacity as Paying Agent for
such series (if so acting)  hereunder and of the  Securities  Registrar for such
series,  and (3) filed  with it  within  two  preceding  years  pursuant  to the
provisions of paragraph (2) of subsection (c) of Section 5.4.

     The Trustee may (1) destroy any list furnished to it as provided in Section
5.1 upon  receipt  of a new  list so  furnished,  (2)  destroy  any  information
received  by it as Paying  Agent for such series (if so acting)  hereunder  upon
delivery to itself as Trustee a list  containing  the names and addresses of the
Holders of Securities of such series  obtained from such  information  since the
delivery of the next previous  list,  if any, (3) destroy any list  delivered to
itself as Trustee which

                                      -26-


<PAGE>



was  compiled  from  information  received by it as Paying  Agent (if so acting)
hereunder  upon the  receipt of a new list so  delivered,  and (4)  destroy  any
information  filed with it by the Holders of  Securities  of such series for the
purpose of receiving  reports  pursuant to the  provisions  of paragraph  (2) of
subsection  (c) of Section 5.4,  but not until two years after such  information
has been filed with it.

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

          (i) afford to such applicants  access to the information  preserved at
     the time by the Trustee in accordance with the provisions of subsection (a)
     of this Section, or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities  of such  series or all  Securities,  as the case may be,  whose
     names and addresses appear in the information  preserved at the time by the
     Trustee,  in  accordance  with the  provisions  of  subsection  (a) of this
     Section,  and as to the approximate cost of mailing to such Securityholders
     the  form of  proxy  or  other  communication,  if any,  specified  in such
     application.

     If the Trustee shall elect not to afford to such applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each Holder of Securities  of such series or all Holders of  Securities,
as the  case  may be,  whose  names  and  addresses  appear  in the  information
preserved  at the time by the  Trustee  in  accordance  with the  provisions  of
subsection  (a)  of  this  Section  a  copy  of  the  form  of  proxy  or  other
communication  which is specified in such request,  with  reasonable  promptness
after a tender to the Trustee of the  material  to be mailed and of payment,  or
provision for the payment, of the reasonable expenses of mailing,  unless within
five days after such tender,  the Trustee shall mail to such applicants and file
with the  Commission,  together  with a copy of the  material  to be  mailed,  a
written  statement  to the effect  that,  in the  opinion of the  Trustee,  such
mailing would be contrary to the best interests of the

                                      -27-


<PAGE>



Holders of Securities of such series or all Holders of  Securities,  or would be
in violation of applicable  law. Such written  statement shall specify the basis
of such opinion.  If the  Commission,  after  opportunity for a hearing upon the
objections  specified in the written  statement  so filed,  shall enter an order
refusing to sustain any of such  objections  or if,  after the entry of an order
sustaining  one or more of such  objections,  the Commission  shall find,  after
notice and  opportunity  for hearing,  that all the objections so sustained have
been met, and shall enter an order so  declaring,  the Trustee shall mail copies
of such material to all such  Securityholders  with reasonable  promptness after
the entry of such order and the renewal of such tender;  otherwise,  the Trustee
shall be relieved of any obligation or duty to such applicants  respecting their
application.

     (c) Each and every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee  that  neither the Issuer nor the Trustee
nor any Paying Agent shall be held  accountable  by reason of the  disclosure of
any such  information as to the names and addresses of the Holders of Securities
in accordance with the provisions of subsection (b) of this Section,  regardless
of the source  from which such  information  was  derived,  and that the Trustee
shall not be held  accountable  by reason of mailing any material  pursuant to a
request made under such subsection (b).

     SECTION 5.3. Reports by the Issuer. The Issuer covenants:

          (a) to file  with the  Trustee,  within 15 days  after  the  Issuer is
     required to file the same with the Commission, copies of the annual reports
     and of the  information,  documents  and other  reports  (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations  prescribe)  which the Issuer may be required to file
     with  the  Commission  pursuant  to  Section  13 or  Section  15(d)  of the
     Securities  Exchange Act of 1934; or, if the Issuer is not required to file
     information, documents or reports pursuant to either of such Sections, then
     to file with the Trustee and the  Commission,  in accordance with rules and
     regulations  prescribed  from time to time by the  Commission,  such of the
     supplementary and periodic information,  documents and reports which may be
     required  pursuant to Section 13 of the Securities  Exchange Act of 1934 in
     respect  of a  security  listed and  registered  on a  national  securities
     exchange  as may be  prescribed  from  time  to  time  in  such  rules  and
     regulations;

          (b) to file with the Trustee and the  Commission,  in accordance  with
     rules and regulations prescribed from time to time by the Commission,  such
     additional information, documents and reports with respect to compliance by
     the

                                      -28-


<PAGE>



     Issuer with the conditions and covenants  provided for in this Indenture as
     may be required from time to time by such rules and regulations; and

          (c) to transmit by mail to the Holders of Securities in the manner and
     to the extent  provided in Sections  5.4(c) and 5.4(d) within 30 days after
     the filing  thereof with the Trustee,  such  summaries of any  information,
     documents  and  reports  required  to be filed by the  Issuer  pursuant  to
     subsections  (a)  and  (b)  of  this  Section  as  may  be  required  to be
     transmitted to such Holders by rules and  regulations  prescribed from time
     to time by the Commission.

     SECTION  5.4.  Reports by the  Trustee.  (a) Within 60 days after May 15 in
each year following the date of original execution of this Indenture, so long as
any Securities are Outstanding hereunder,  the Trustee shall transmit by mail as
provided  below to the  Securityholders  of such series,  as hereinafter in this
Section provided,  a brief report,  dated as of a date convenient to the Trustee
no more than 60 days prior thereto,  with respect to any of the following events
which may have occurred  within the previous twelve months (but if no such event
has occurred within such period, no report need be transmitted):

          (i)  any  change  to  its  eligibility   under  Section  7.9  and  its
     qualification under Section 7.8;

          (ii)  the  creation  of  or  any  material  change  to a  relationship
     specified in Section  310(b)(1)  through  Section  310(b)(10)  of the Trust
     Indenture Act;

          (iii) the  character  and amount of any  advances  (and if the Trustee
     elects so to state, the circumstances  surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report and
     for the  reimbursement  of which it claims  or may claim a lien or  charge,
     prior to that of the  Securities  of any series,  on any  property or funds
     held or  collected by it as Trustee,  except that the Trustee  shall not be
     required  (but may  elect) to report  such  advances  if such  advances  so
     remaining  unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Securities of such series Outstanding on the date of such report;

          (iv) any change to the amount,  interest rate and maturity date of all
     other  indebtedness  owing by the  Issuer  (or by any other  obligor on the
     Securities of such series) to the Trustee in its individual capacity on the
     date of such  report,  with a brief  description  of any  property  held as
     collateral security therefor, except any indebtedness based upon a creditor
     relationship  arising in any manner described in Section  7.13(b)(2),  (3),
     (4) or (6);

                                      -29-


<PAGE>



          (v) any change to the property and funds,  if any,  physically  in the
     possession of the Trustee (as such) on the date of such report;

          (vi) any  additional  issue of  Securities  of any  series  which  the
     Trustee has not previously reported; and

          (vii) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously  reported and which in its
     opinion materially  affects the Securities of any series,  except action in
     respect of a default,  notice of which has been or is to be  withheld by it
     in accordance with the provisions of Section 6.11.

     (b) The Trustee shall transmit to the  Securityholders  of each series,  as
provided in subsection  (c) of this Section,  a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances  surrounding  the making  thereof)  made by the Trustee,  as such,
since the date of the last  report  transmitted  pursuant to the  provisions  of
subsection  (a)  of  this  Section  (or  if no  such  report  has  yet  been  so
transmitted,  since the date of original  execution of this  Indenture)  for the
reimbursement  of which it claims or may claim a lien or charge prior to that of
the  Securities  of any series on property or funds held or  collected  by it as
Trustee and which it has not  previously  reported  pursuant to this  subsection
(b),  except  that the Trustee  shall not be required  (but may elect) to report
such advances if such  advances  remaining  unpaid at any time  aggregate 10% or
less of the principal  amount of Securities of such series  Outstanding  at such
time, such report to be transmitted within 90 days after such time.

     (c) Reports pursuant to this Section shall be transmitted by mail:

          (1) to all Holders of  Securities,  as the names and addresses of such
     Holders appear in the Securities Register;

          (2) to such Holders of  Securities  of any series as have,  within two
     years preceding such transmission, filed their names and addresses with the
     Trustee for that purpose; and

          (3) except in the cases of reports  pursuant to subsection (b) of this
     Section,  to each Holder of a Security of any series whose name and address
     are preserved at the time by the Trustee,  as provided in subsection (a) of
     Section 5.2.

                                      -30-


<PAGE>



     (d) A copy of each such report shall,  at the time of such  transmission to
the  Securityholders  of any series,  be furnished to the Issuer and be filed by
the Trustee with each stock  exchange  upon which the  Securities of such series
are listed and also with the Commission. The Issuer agrees to notify the Trustee
in writing  promptly when and as the Securities of any series become admitted to
trading on any national securities exchange.

                                      -31-


<PAGE>



                                   ARTICLE VI.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 6.1. Event of Default Defined;  Acceleration of Maturity; Waiver of
Default.  "Event of  Default",  with  respect to the  Securities  of any series,
wherever used herein,  means each one of the  following  events which shall have
occurred and be  continuing  (whatever  the reason for such Event of Default and
whether it shall be voluntary or  involuntary or be effected by operation of law
or pursuant to any judgment,  decree or order of any court or any order, rule or
regulation of any  administrative  or  governmental  body),  unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
the  applicable  resolution  of the Board of  Directors  or in the  supplemental
indenture  under which such series of Securities is issued,  as the case may be,
as contemplated by Section 3.1:

          (a) default in the payment of any  installment of interest upon any of
     the  Securities  of such  series as and when the same shall  become due and
     payable,  and  continuance  of such default for a period of 30 days and the
     time for payment of such interest has not been extended; provided, however,
     that if the  Issuer  is  permitted  by the terms of the  Securities  of the
     applicable series to defer the payment in question,  the date on which such
     payment  is due and  payable  shall  be the  date on which  the  Issuer  is
     required to make payment following such deferral, if such deferral has been
     elected pursuant to the terms of the Securities of that series; or

          (b) default in the payment of all or any part of the  principal  of or
     premium,  if any, on any of the  Securities  of such series as and when the
     same  shall  become  due  and  payable  either  at  Stated  Maturity,  upon
     redemption,  by  declaration  or otherwise and the time for payment of such
     principal (or premium, if any), has not been extended;  provided,  however,
     that if the  Company is  permitted  by the terms of the  Securities  of the
     applicable series to defer the payment in question,  the date on which such
     payment  is due and  payable  shall  be the date on which  the  Company  is
     required to make payment following such deferral, if such deferral has been
     elected pursuant to the terms of the Securities of that series; or

          (c) default in the deposit of any sinking fund payment when and as due
     and payable by the terms of the Securities of such series; or

          (d) default in the  performance or observance of any other covenant or
     agreement of the Issuer in respect of the  Securities of such series (other
     than a covenant or

                                      -32-


<PAGE>



     agreement  in respect of the  Securities  of such series a default in whose
     performance or observance is elsewhere in this Section  specifically  dealt
     with),  and continuance of such default for a period of 60 days after there
     has been given,  by  registered  or  certified  mail,  to the Issuer by the
     Trustee, or to the Issuer and the Trustee by the Holders of at least 25% in
     principal  amount of the  Outstanding  Securities  of all  series  affected
     thereby,  a written notice  specifying  such default and requiring it to be
     remedied and stating  that such notice is a "Notice of Default"  hereunder;
     or

          (e) a court having  jurisdiction  in the premises shall enter a decree
     or order for relief in respect of the Issuer in an  involuntary  case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect,  or, under any such law, (i) appointing a receiver,  liquidator,
     assignee,  custodian,  trustee or sequestrator (or similar official) of the
     Issuer or for any  substantial  part of its  property or (ii)  ordering the
     winding up or  liquidation  of its affairs,  and such decree or order shall
     remain unstayed and in effect for a period of 60 consecutive days; or

          (f) the Issuer shall  commence a voluntary  case under any  applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or,
     under any such law,  (i)  consent to the entry of an order for relief in an
     involuntary  case under any such law,  (ii) consent to the  appointment  or
     taking possession by a receiver,  liquidator,  assignee, custodian, trustee
     or sequestrator (or similar  official) of the Issuer or for any substantial
     part of its property,  or (iii) make any general assignment for the benefit
     of creditors; or

          (g) any  other  Event  of  Default  established  by or  pursuant  to a
     resolution of the Board of Directors or one or more indentures supplemental
     hereto as applicable to the Securities of such series.

If an Event of Default  described in clause (a),  (b), (c), (d) or (g) above (if
the Event of Default  under  clause (d) or (g) is with respect to fewer than all
series of Securities then  Outstanding)  occurs and is continuing,  then, and in
each and every  case,  unless the  principal  of all of the  Securities  of such
series  shall have  already  become due and  payable,  either the Trustee or the
Holders of not less than 25% in aggregate  principal amount of the Securities of
such series then  Outstanding  hereunder  (each such series voting as a separate
class),  by notice in  writing  to the  Issuer  (and to the  Trustee if given by
Securityholders),  may declare the entire  principal  (or, if the  Securities of
such  series  are  Original  Issue  Discount  Securities,  such  portion  of the
principal as may be specified in the terms of such series) of all  Securities of
such

                                      -33-


<PAGE>



series  and  the  interest  accrued  thereon,  if  any,  to be due  and  payable
immediately, and upon any such declaration the same shall become immediately due
and  payable.  If an Event of Default  described in clause (d) or (g) above with
respect to all series of Securities then  Outstanding  occurs and is continuing,
then and in each and every such case, unless the principal of all the Securities
shall have already become due and payable,  either the Trustee or the Holders of
not less  than 25% in  aggregate  principal  amount of all the  Securities  then
Outstanding hereunder (treated as one class), by notice in writing to the Issuer
(and to the  Trustee  if given  by  Securityholders),  may  declare  the  entire
principal (or, if any Securities  are Original Issue Discount  Securities,  such
portion of the  principal as may be  specified in the terms  thereof) of all the
Securities then Outstanding and the interest accrued thereon,  if any, to be due
and payable  immediately,  and upon any such  declaration  the same shall become
immediately due and payable.  If any Event of Default described in clause (e) or
(f)  occurs and is  continuing,  all the  Securities  then  Outstanding  and the
interest  accrued  thereon,  if any,  shall  immediately  become due and payable
without declaration, presentment, demand or notice of any kind by the Trustee or
any Holder of Securities Outstanding hereunder.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal  (or, if the Securities are Original Issue Discount
Securities,  such  portion of the  principal  as may be  specified  in the terms
thereof) of the Securities of any series (or of all the Securities,  as the case
may be) shall have been so  declared or become due and  payable,  and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided,  the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured  installments  of interest,  if any,
upon all the Securities of such series (or upon all the Securities,  as the case
may be) and the principal of (and premium, if any, on) any and all Securities of
such  series  (or of all the  Securities,  as the case may be) which  shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue  installments of interest,  at the Overdue Rate
applicable  to such  series  to the date of such  payment  or  deposit)  and all
amounts  payable to the Trustee  pursuant to the  provisions of Section 7.6, and
such  amount as shall be  sufficient  to cover  reasonable  compensation  to the
Trustee,  its  agents,  attorneys  and  counsel,  and  all  other  expenses  and
liabilities  incurred,  and all advances made, by the Trustee except as a result
of  negligence  or bad faith,  and if any and all  Events of  Default  under the
Indenture, other than the nonpayment of the principal of and accrued interest on
Securities  of such series  which shall have become due by  acceleration,  shall
have been cured,  waived or otherwise remedied as provided herein -- then and in
every such case the

                                      -34-


<PAGE>



Holders of a majority in aggregate  principal  amount of the  Securities of such
series  (each  series  voting as a  separate  class),  or of all the  Securities
(voting as a single  class),  as the case may be, then  Outstanding,  by written
notice to the Issuer and to the Trustee,  may waive all defaults with respect to
that  series  (or with  respect to all the  Securities,  as the case may be) and
rescind and annul such acceleration and its consequences,  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent  default
or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount  Security  shall have been  accelerated  and declared or
become due and payable pursuant to the provisions  hereof,  then, from and after
such acceleration, unless such acceleration has been rescinded and annulled, the
principal amount of such Original Issue Discount  Security shall be deemed,  for
all purposes hereunder,  to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the  principal  thereof  as  shall  be due  and  payable  as a  result  of  such
acceleration,  together  with  interest,  if any,  thereon and all other amounts
owing  thereunder,  shall  constitute  payment  in full of such  Original  Issue
Discount Security.

     SECTION 6.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Issuer  covenants  that (a) in case default  shall be made in the payment of
any  installment  of interest on any of the  Securities  of any series when such
interest  shall  have  become  due and  payable,  and such  default  shall  have
continued  for a period of 30 days or (b) in case  default  shall be made in the
payment of all or any part of the  principal of or any  premium,  if any, on any
Securities  of any  series  when the same shall  have  become  due and  payable,
whether  upon  Stated  Maturity  of the  Securities  of such  series or upon any
redemption  or by  acceleration  or  otherwise  or (c) in case of default in the
making or satisfaction of any sinking fund payment or analogous  obligation when
the same becomes due by the terms of the  Securities  of any series -- then upon
demand of the  Trustee for such  series,  the Issuer will pay to the Trustee for
the benefit of the Holder of any such Security (or Holders of any such series of
Securities  in the case of clause (c) above)  the whole  amount  that then shall
have  become due and payable on any such  Security  (or  Securities  of any such
series in the case of clause (c) above) for the principal,  premium, if any, and
interest,  if any, with interest upon the overdue principal and premium, if any,
and,  so far as payment of the same is  enforceable  under  applicable  law,  on
overdue  installments  of interest,  at the Overdue Rate  applicable to any such
Security (or  Securities of any such series in the case of clause (c));  and, in
addition thereto,  such further amount as shall be sufficient to cover the costs
and expenses of collection,  and any further amounts payable to the Trustee, its
agents and counsel pursuant to the provisions of Section 7.6.

                                      -35-


<PAGE>



     In case the  Issuer  shall fail  forthwith  to pay such  amounts  upon such
demand,  the Trustee,  in its own name and as trustee of an express trust, shall
be entitled and  empowered to institute any action or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment  or final  decree  against  the  Issuer  or  other  obligor  upon  such
Securities  (or Securities of any such series in case of clause (c)) and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such  Securities  (or Securities of any such series in case of clause (c)),
wherever situated, the moneys adjudged or decreed to be payable.

     The Trustee  shall be  entitled  and  empowered,  either in its own name as
trustee of an express trust, or as  attorney-in-  fact for the Holders of any of
the  Securities,  or in both  such  capacities,  to file  such  proof  of  debt,
amendment  of  proof of  debt,  claim,  petition  or  other  document  as may be
necessary  or  advisable  in order to have the claims of the  Trustee and of the
Holders  of  Securities   allowed  in  any  equity   receivership,   insolvency,
bankruptcy,   liquidation,   readjustment,   reorganization   or  other  similar
proceedings,  or any judicial proceedings,  relative to the Company or any other
obligor on the  Securities  or its  creditors  or its  property.  The Trustee is
hereby  irrevocably  appointed  (and the  successive  respective  Holders of the
Securities, by taking and holding the same, shall be conclusively deemed to have
so appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the  Securities,  with  authority  to make or file in the  respective
names of the Holders of the Securities any proof of debt,  amendment of proof of
debt,  claim,  petition or other document in any such proceedings and to receive
payment of any sums becoming  distributable on account  thereof,  and to execute
any other  papers and  documents  and do and perform any and all acts and things
for and on behalf of such  Holders  of the  Securities  as may be  necessary  or
advisable in the opinion of the Trustee in order to have the  respective  claims
of the Holders of the Securities  against the Issuer or any other obligor on the
Securities and/or its property allowed in any such  proceedings,  and to receive
payment of or on account of such claims; provided,  however, that nothing herein
contained  shall be deemed to  authorize or empower the Trustee to consent to or
accept  or  adopt,  on  behalf  of  any  Holder  of  Securities,   any  plan  of
reorganization  or  readjustment  of the  Issuer  or any  other  obligor  on the
Securities or, by other action of any character in any such proceeding, to waive
or change in any way any right of any Holder of any Security, even though it may
otherwise  be entitled so to do under any present or future law,  all such power
or authorization being hereby expressly denied.

     All rights of action and of asserting  claims under this Indenture or under
any of the Securities  may be enforced by the Trustee  without the possession of
any of the Securities or

                                      -36-


<PAGE>



the production thereof in any trial or other proceedings  relative thereto,  and
any such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust,  and any recovery of judgment,  subject
to the payment of the expenses,  disbursements  and compensation of the Trustee,
each predecessor Trustee and their respective agents and attorneys, shall be for
the ratable  benefit of the holders of the  Securities  in respect of which such
action was taken.

     In any  proceedings  brought  by the  Trustee  (and  also  any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities in respect of which such action was taken, and it shall not be
necessary  to  make  any  Holders  of  such  Securities   parties  to  any  such
proceedings.

     SECTION 6.3.  Application of Proceeds.  Any moneys collected by the Trustee
pursuant to this  Article in respect of any series of the  Securities,  together
with any other sums held by the  Trustee  (as such)  hereunder  (other than sums
held in trust for the benefit of the Holders of particular Securities), shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case  of  the  distribution  of  such  moneys  on  account  of  principal,  upon
presentation  (except in  respect of  Subdivision  First  below) of the  several
Securities  in respect of which  moneys have been  collected  and  stamping  (or
otherwise noting) thereon the payment,  or issuing  Securities of such series in
reduced  principal  amounts in exchange  for the  presented  Securities  of like
series if only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses  applicable to such series
     in  respect  of which  moneys  have been  collected,  including  reasonable
     compensation  to  the  Trustee  and  each  predecessor  Trustee  and  their
     respective  agents  and  attorneys  and of  all  expenses  and  liabilities
     incurred,  and all  advances  made,  by the  Trustee  and each  predecessor
     Trustee  except  as a result  of  negligence  or bad  faith,  and all other
     amounts due to the Trustee or any predecessor  Trustee  pursuant to Section
     7.6;

          SECOND:  In case the  principal  of the  Securities  of such series in
     respect of which  moneys have been  collected  shall not have become and be
     then due and payable,  to the payment of interest on the Securities of such
     series in default in the order of the maturity of the  installments of such
     interest,  with  interest  (to the  extent  that  such  interest  has  been
     collected by the Trustee), so far as it may be enforceable under applicable
     law,  upon  the  overdue  installments  of  interest  at the  Overdue  Rate
     applicable to such series,  such payments to be made ratably to the Persons
     entitled thereto, without discrimination or preference;

                                      -37-


<PAGE>



          THIRD:  In case the  principal  of the  Securities  of such  series in
     respect of which moneys have been collected  shall have become and shall be
     then due and  payable,  to the  payment of the whole  amount then owing and
     unpaid upon all the Securities of such series for principal and premium, if
     any, and interest,  if any,  with  interest upon the overdue  principal and
     premium,  if any, and (to the extent that such interest has been  collected
     by the  Trustee),  so far as  payment  of the  same  is  enforceable  under
     applicable  law,  upon overdue  installments  of  interest,  if any, at the
     Overdue Rate  applicable  to such series;  and in case such moneys shall be
     insufficient  to pay in full the whole  amount so due and  unpaid  upon the
     Securities of such series, then to the payment of such principal,  premium,
     if any, and interest,  if any, without  preference or priority of principal
     and premium, if any, over interest,  or of interest, if any, over principal
     and  premium,  if any, or of any  installment  of  interest  over any other
     installment  of interest,  or of any Security of such series over any other
     Security  of such  series,  ratably  to the  aggregate  of such  principal,
     premium, if any, and accrued and unpaid interest, if any; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or as a
     court of competent jurisdiction may direct.

     SECTION  6.4.  Suits  for  Enforcement.  In case an Event of  Default  with
respect to  Securities  of any series has  occurred,  has not been waived and is
continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate  judicial  proceedings
as the  Trustee  shall deem most  effectual  to protect  and enforce any of such
rights,  either at law or in equity or in bankruptcy  or otherwise,  whether for
the  specific  enforcement  of any  covenant  or  agreement  contained  in  this
Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce  any  other  legal or  equitable  right  vested in the  Trustee  by this
Indenture or by law.

     SECTION 6.5.  Restoration of Rights on Abandonment of Proceedings.  In case
the Trustee or any Holder  shall have  proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason,  or shall have been determined  adversely to the Trustee or such Holder,
then and in every such case (subject to the binding effect of any  determination
made in such proceedings) the Issuer and the Trustee shall be restored severally
and respectively to their former positions and rights hereunder, and (subject as
aforesaid)  all rights,  remedies and powers of the Issuer,  the Trustee and the
Holders shall continue as though no such proceedings had been taken.

                                      -38-


<PAGE>



     SECTION  6.6.  Limitations  on Suits by  Securityholders.  No Holder of any
Security  of any  series  shall have any right by virtue or by  availing  of any
provision of this  Indenture to institute an action or  proceeding  at law or in
equity or in  bankruptcy  or  otherwise  upon or under or with  respect  to this
Indenture, or for the appointment of a trustee, receiver, liquidator,  custodian
or other similar official or for any other remedy hereunder,  unless such Holder
previously  shall have given to the Trustee written notice of default and of the
continuance  thereof, as hereinbefore  provided,  and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then  Outstanding  shall have made written request upon the Trustee to institute
such action or  proceeding  in its own name as Trustee  hereunder and shall have
offered to the Trustee such  reasonable  indemnity as it may require against the
costs,  expenses  and  liabilities  to be  incurred  therein or thereby  and the
Trustee  for 60 days after its  receipt  of such  notice,  request  and offer of
indemnity  shall have failed to institute any such action or  proceeding  and no
direction  inconsistent  with such written  request shall have been given to the
Trustee  pursuant to Section 6.9; it being  understood  and intended,  and being
expressly  covenanted by the taker and Holder of every Security with every other
taker  and  Holder of any  Security  and with the  Trustee,  that no one or more
Holders of Securities of any series shall have any right in any manner  whatever
by virtue or by availing of any provision of this  Indenture to affect,  disturb
or prejudice the rights of any other Holder of Securities,  or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal,  ratable and common  benefit of all Holders of Securities of such series.
For the protection and  enforcement of the provisions of this Section,  each and
every Holder of  Securities  of any series and the Trustee  shall be entitled to
such relief as can be given either at law or in equity.

     SECTION 6.7.  Unconditional  Right of  Securityholders to Institute Certain
Suits.  Nothing  contained in this  Indenture or in the Securities of any series
shall affect or impair the obligation of the Issuer,  which is unconditional and
absolute,  to pay the principal of, and premium,  if any, and interest,  if any,
on, the  Securities of such series at the respective  places,  at the respective
times,  at the respective  rates,  in the respective  amounts and in the coin or
currency therein and herein prescribed, or affect or impair the right of action,
which is also  absolute  and  unconditional,  of any Holder of any  Security  to
institute suit to enforce such payment at the respective due dates  expressed in
such Security,  or upon  redemption,  by declaration,  repayment or otherwise as
herein  provided  without  reference  to, or the  consent of, the Trustee or the
Holder of any other Security,  unless such Holder consents thereto or unless and
to the  extent  that the  institution  or  prosecution  thereof  or the entry of
judgment therein, would,

                                      -39-


<PAGE>



under applicable law, result in the surrender, impairment, waiver or loss of the
lien, if any, of this Indenture upon any property subject to such lien.

     SECTION 6.8. Powers and Remedies  Cumulative;  Delay or Omission Not Waiver
of  Default.  Except as  provided  in  Section  6.6,  no right or remedy  herein
conferred  upon or reserved  to the Trustee or to the Holder of any  Security is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

     No delay or omission of the Trustee or of any Holder of any Security of any
series  to  exercise  any  right or power  accruing  upon any  Event of  Default
occurring and  continuing  as aforesaid  shall impair any such right or power or
shall  be  construed  to  be a  waiver  of  any  such  Event  of  Default  or an
acquiescence  therein; and, subject to Section 6.6, every power and remedy given
by this  Indenture or by law to the Trustee or to the Holder of any Security may
be exercised  from time to time, and as often as shall be deemed  expedient,  by
the Trustee or by the Holder of such Security.

     SECTION 6.9. Control by Holders of Securities. The Holders of a majority in
aggregate  principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding  shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available  to the Trustee,  or  exercising  any trust or power  conferred on the
Trustee  with  respect  to the  Securities  of such  series  by this  Indenture;
provided that such direction  shall not be otherwise than in accordance with law
and the provisions of this Indenture,  and provided,  further,  that (subject to
the  provisions  of Section 7.1) the Trustee  shall have the right to decline to
follow any such  direction  if the  Trustee,  being  advised by  counsel,  shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors,  the executive committee
or a trust  committee of directors or Responsible  Officers of the Trustee shall
determine that the action or proceedings so directed would expose the Trustee to
personal  liability or if the Trustee in good faith shall so determine  that the
actions or  forebearances  specified in or pursuant to such  direction  would be
unduly  prejudicial  to the interests of Holders of the Securities of all series
so affected  not joining in the giving of said  direction,  it being  understood
that  (subject  to Section  7.1) the  Trustee  shall  have no duty to  ascertain
whether or not such  actions or  forebearances  are unduly  prejudicial  to such
Holders.

                                      -40-


<PAGE>



     As between the Trustee and the Holders of the  Securities,  nothing in this
Indenture  shall impair the right of the Trustee in its  discretion  to take any
action  deemed  proper by the  Trustee and which is not  inconsistent  with such
direction or directions by Securityholders.

     SECTION  6.10.  Waiver of Past  Defaults.  Prior to the  acceleration  with
respect to  Securities  of any series as provided in Section 6.1, the Holders of
not less than a majority in aggregate principal amount of the Securities of such
series  at the  time  Outstanding,  may on  behalf  of the  Holders  of all  the
Securities  of such series waive any past default or Event of Default  described
in clause  (d) or (g) of Section  6.1 which  relates to fewer than all series of
Securities  then  Outstanding,  and  the  Holders  of a  majority  in  aggregate
principal  amount of the  Securities  then  Outstanding  affected  thereby (each
series  voting as a  separate  class)  may waive  any such  default  or Event of
Default,  or, in the case of an event  specified  in  clause  (d) or (g) (if the
Event of Default  under  clause (d) or (g)  relates to all series of  Securities
then  Outstanding)  of Section  6.1,  the  Holders of a  majority  in  aggregate
principal  amount of all the Securities then  Outstanding  (voting as one class)
may waive any such default or Event of Default,  and its  consequences  except a
default in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Security affected. In the case
of any such waiver, the Issuer, the Trustee and the Holders of the Securities of
such series shall be restored to their former  positions  and rights  hereunder,
respectively, such default shall cease to exist and be deemed to have been cured
and not to have occurred,  and any Event of Default  arising  therefrom shall be
deemed to have been cured,  and not to have  occurred for every  purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

     SECTION  6.11.  Trustee to Give  Notice of  Default,  But May  Withhold  in
Certain Circumstances.  The Trustee shall transmit to the Securityholders of any
series,  as the names  and  addresses  of such  Holders  appear on the  Security
Register,  notice by mail of all defaults known to a Responsible  Officer of the
Trustee  which have  occurred  with  respect to such  series,  such notice to be
transmitted  within 90 days after the occurrence  thereof,  unless such defaults
shall have been cured  before the giving of such notice (the term  "default"  or
"defaults"  for the  purposes of this Section  being hereby  defined to mean any
event or  condition  which  is, or with  notice  or lapse of time or both  would
become,  an Event of Default);  provided that,  except in the case of default in
the payment of the  principal of, or premium,  if any, or interest,  if any, on,
any of the  Securities  of such  series,  the  Trustee  shall  be  protected  in
withholding such notice if and so long as the board of directors,  the executive
committee  or a trust  committee of  directors  or  Responsible  Officers of the
Trustee in good faith

                                      -41-


<PAGE>



determines  that the  withholding  of such  notice  is in the  interests  of the
Securityholders of such series.

     SECTION 6.12. Right of Court to Require Filing of Undertaking to Pay Costs.
The parties to this  Indenture  agree,  and each  Holder of any  Security by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Trustee,   to  any  suit   instituted   by  any   Securityholder   or  group  of
Securityholders  of  any  series  holding  in the  aggregate  more  than  10% in
aggregate principal amount of the Securities of such series Outstanding,  or, in
the case of any suit  relating to or arising  under clause (d) or (g) of Section
6.1 (if the suit  relates  to  Securities  of more than one but  fewer  than all
series),  10% in aggregate principal amount of Securities  Outstanding  affected
thereby,  or, in the case of any suit  relating to or arising  under clause (d),
(g) (if the suit under  clause (d) or (g)  relates  to all the  Securities  then
Outstanding),  (e) or (f) of Section 6.1, 10% in aggregate  principal  amount of
all  Securities  Outstanding,  or to  any  suit  instituted  by  any  Holder  of
Securities  for the  enforcement of the payment of the principal of, or premium,
if any, or interest, if any, on, any Security on or after the due date expressed
in such Security.

                                      -42-


<PAGE>



                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

     SECTION 7.1. Duties and  Responsibilities  of the Trustee;  During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder,  the  Trustee,  prior to the  occurrence  of an Event of Default with
respect to the  Securities of that series and after the curing or waiving of all
Events  of  Default  which  may  have  occurred  with  respect  to such  series,
undertakes to perform such duties and only such duties as are  specifically  set
forth in this  Indenture.  In case an  Event  of  Default  with  respect  to the
Securities  of a series has  occurred  (which has not been cured or waived)  the
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Indenture,  and use the same  degree of care and skill in their  exercise,  as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs.

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

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities  of such  series  and after the  curing or  waiving  of all such
     Events of Default with respect to such series which may have occurred:

               (i) the duties and obligations of the Trustee shall be determined
          solely by the express  provisions of this  Indenture,  and the Trustee
          shall not be liable  except  for the  performance  of such  duties and
          obligations as are  specifically  set forth in this Indenture,  and no
          implied  covenants or  obligations  shall be read into this  Indenture
          against the Trustee; and

               (ii) in the absence of bad faith on the part of the Trustee,  the
          Trustee may  conclusively  rely, as to the truth of the statements and
          the  correctness  of  the  opinions   expressed   therein,   upon  any
          statements,  certificates  or  opinions  furnished  to the Trustee and
          conforming to the  requirements of this Indenture;  but in the case of
          any such  statements,  certificates or opinions which by any provision
          hereof are specifically  required to be furnished to the Trustee,  the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

          (b) the Trustee  shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it shall be

                                      -43-


<PAGE>



     proved that the Trustee was negligent in ascertaining  the pertinent facts;
     and

          (c) the Trustee  shall not be liable with  respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of Securities  pursuant to Section 6.9 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.

     None of the  provisions  contained  in this  Indenture  shall  require  the
Trustee to expend or risk its own funds or otherwise  incur  personal  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 the
repayment  of such funds or adequate  indemnity  against  such  liability is not
reasonably assured to it.

     SECTION 7.2. Certain Rights of the Trustee. Subject to Section 7.1:

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

          (b) any request,  direction,  order or demand of the Issuer  mentioned
     herein shall be sufficiently  evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically  prescribed);  and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or any assistant secretary of the
     Issuer;

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

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

                                      -44-


<PAGE>



          (e) the Trustee shall not be liable for any action taken or omitted by
     it in  good  faith  and  believed  by it to be  authorized  or  within  the
     discretion, rights or powers conferred upon it by this Indenture;

          (f) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default,  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,  consent,  order,  approval,  appraisal,  bond,  debenture,  note,
     coupon,  security or other paper or document unless requested in writing so
     to do by the  Holders of not less than a majority  in  aggregate  principal
     amount of the Securities of all series affected then Outstanding;  provided
     that, if the payment within a reasonable  time to the Trustee of the costs,
     expenses or  liabilities  likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee,  not reasonably assured to
     the Trustee by the security  afforded to it by the terms of this Indenture,
     the Trustee may  require  reasonable  indemnity  against  such  expenses or
     liabilities as a condition to proceeding;  the reasonable expenses of every
     such  investigation  shall be paid by the Issuer or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

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

     SECTION  7.3.   Trustee  Not  Responsible  for  Recitals,   Disposition  of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the certificates of authentication,  shall be taken as
the statements of the Issuer,  and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no  representation as to the validity
or sufficiency of this Indenture or of the Securities.  The Trustee shall not be
accountable for the use or application by the Issuer of any of the Securities or
of the proceeds thereof.

     SECTION 7.4. Trustee and Agents May Hold Securities;  Collections, etc. The
Trustee,  any Paying Agent,  Securities  Registrar,  Authenticating Agent or any
agent of the Issuer or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities  with the same rights it would have if
it were not the Trustee or such agent, and, subject to Sections 7.8 and 7.13, if
operative,  may otherwise  deal with the Issuer and receive,  collect,  hold and
retain collections from the Issuer with the same rights it would have if it were
not the

                                      -45-


<PAGE>



Trustee, Paying Agent, Securities Registrar, Authenticating Agent or such agent.

     SECTION 7.5.  Moneys Held by Trustee.  Subject to the provisions of Section
4.4, all moneys  received by the Trustee shall,  until used or applied as herein
provided,  be held in trust for the purposes for which they were  received,  but
need not be  segregated  from  other  funds  except to the  extent  required  by
mandatory provisions of law. The Trustee shall have no liability for interest on
money it receives and holds in trust except as specifically provided herein.

     SECTION  7.6.  Compensation  and  Indemnification  of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay the Trustee from time to time, and
the Trustee shall be entitled to such compensation as the Issuer and the Trustee
may from time to time agree in writing for all services  rendered by the Trustee
hereunder  (which  compensation  shall not be limited by any provision of law in
regard to the  compensation  of a trustee  of an  express  trust) and the Issuer
covenants  and  agrees to pay or  reimburse  the  Trustee  and each  predecessor
trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of it in accordance  with any of the provisions
of this Indenture  (including the reasonable  compensation  and the expenses and
disbursements  of its counsel and of all agents and other  Persons not regularly
in its employ)  except any such  expense,  disbursement  or advance as may arise
from its  negligence  or bad faith.  The Issuer also  covenants to indemnify the
Trustee and each  predecessor  trustee  for, and hold it harmless  against,  any
loss, liability,  damage,  claims or expense,  including taxes (other than taxes
measured by the income of the Trustee or otherwise applicable to the Trustee for
operations  outside the scope of this Indenture)  incurred without negligence or
bad faith on its part,  arising out of or in connection  with the  acceptance or
administration  of this Indenture or the trusts hereunder and the performance of
its duties  hereunder,  including  the costs and  expenses of  defending  itself
against or investigating  any claim of liability in connection with the exercise
or performance of any of its powers or duties hereunder.  The obligations of the
Issuer  under this  Section to  compensate  and  indemnify  the Trustee and each
predecessor  trustee and to pay or  reimburse  the Trustee and each  predecessor
trustee for expenses,  disbursements  and advances shall  constitute  additional
indebtedness  hereunder and shall survive the satisfaction and discharge of this
Indenture.  Such  additional  indebtedness  shall be a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except  funds  held in  trust  for the  benefit  of the  Holders  of  particular
Securities.

     SECTION  7.7.  Right of  Trustee  to Rely on  Officers'  Certificate,  etc.
Subject to Sections 7.1 and 7.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or

                                      -46-


<PAGE>



established prior to taking or suffering or omitting any action hereunder,  such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may, in the absence of  negligence  or bad faith on the part of the
Trustee,  be deemed to be  conclusively  proved and  established by an Officers'
Certificate  delivered to the Trustee,  and such certificate,  in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken,' suffered or omitted by it under the provisions of
this Indenture upon the good faith thereof.

     SECTION 7.8. Qualification of Trustee;  Conflicting Interests.  The Trustee
for the  Securities  of any  series  issued  hereunder  shall be  subject to the
provisions  of Section  310(b) of the Trust  Indenture  Act during the period of
time provided for therein.  In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the  Securities  of any  series,  there shall be excluded  this  Indenture  with
respect to Securities  of any  particular  series of Securities  other than that
series. Nothing herein shall prevent the Trustee from filing with the Commission
the application  referred to in the  penultimate  paragraph of Section 310(b) of
the Trust Indenture Act.

     SECTION 7.9.  Persons  Eligible for Appointment as Trustee.  There shall at
all times be a Trustee  hereunder for each series of Securities,  which shall be
at all times either

          (i) a corporation  organized and doing  business under the laws of the
     United  States of America or of any State or  territory  or the District of
     Columbia, authorized under such laws to exercise corporate trust powers and
     subject to  supervision  or  examination  by Federal,  State,  territory or
     District of Columbia authority, or

          (ii) a corporation or other Person  organized and doing business under
     the  laws of a  foreign  government  that is  permitted  to act as  Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination  by  authority  of  such  foreign  government  or  a  political
     subdivision thereof substantially  equivalent to supervision or examination
     applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000. If
such corporation  publishes reports of condition at least annually,  pursuant to
law or to requirements of the aforesaid supervising or examining authority, then
for the purposes of this  Section 7.9, the combined  capital and surplus of such
corporation shall be deemed to be its combined capital

                                      -47-


<PAGE>



and surplus as set forth in its most recent report of condition so published. If
at any time the  Trustee  for the  Securities  of any series  shall  cease to be
eligible in accordance  with the provisions of this Section 7.9, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article.  Neither the Issuer nor any Person directly or indirectly  controlling,
controlled  by, or under  common  control with the Issuer shall serve as Trustee
for the Securities of any series issued hereunder.

     SECTION 7.10.  Resignation and Removal;  Appointment of Successor  Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign by giving  written  notice of  resignation  to the  Issuer and by mailing
notice  thereof by  first-class  mail to Holders of the Securities at their last
addresses as they shall appear on the Security  Register.  Upon  receiving  such
notice of resignation,  the Issuer shall promptly appoint a successor trustee or
trustees by written instrument in duplicate,  executed by authority of the Board
of Directors,  one copy of which  instrument shall be delivered to the resigning
Trustee  and one copy to the  successor  trustee or  trustees.  If no  successor
trustee  shall have been so appointed and have  accepted  appointment  within 30
days after the mailing of such notice of resignation,  the resigning Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
trustee,  or any Securityholder who has been a bona fide Holder of a Security or
Securities  for at least six months may,  subject to the  provisions  of Section
6.12, on behalf of himself and all others similarly situated,  petition any such
court for the  appointment  of a successor  trustee.  Such court may  thereupon,
after  such  notice,  if any,  as it may deem  proper and  prescribe,  appoint a
successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee  shall fail to comply with the  provisions  of Section
     310(b) of the Trust  Indenture  Act after written  request  therefor by the
     Issuer  or by any  Securityholder  who has  been a bona  fide  Holder  of a
     Security or Securities for at least six months unless the Trustee's duty to
     resign is stayed in accordance with the provisions of Section 310(b) of the
     Trust Indenture Act; or

          (ii) the Trustee  shall cease to be  eligible in  accordance  with the
     provisions  of Section 7.9 and shall fail to resign after  written  request
     therefor by the Issuer or by any Securityholder; or

          (iii) the  Trustee  shall  become  incapable  of  acting,  or shall be
     adjudged a  bankrupt  or  insolvent;  or a receiver  or  liquidator  of the
     Trustee or of its property shall be appointed,  or any public officer shall
     take charge or

                                      -48-


<PAGE>



     control of the  Trustee or of its  property  or affairs  for the purpose of
     rehabilitation, conservation or liquidation;

then,  in any case,  the Issuer may remove the  Trustee  and appoint a successor
trustee by written instrument,  in duplicate,  executed by order of the Board of
Directors of the Issuer,  one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the  successor  trustee,  or,  subject to the
provisions of Section 6.12, any  Securityholder  who has been a bona fide Holder
of a Security  or  Securities  for at least six months may, on behalf of himself
and all others similarly situated,  petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee.  Such
court may  thereupon,  after  such  notice,  if any,  as it may deem  proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (c)  The  Holders  of a  majority  in  aggregate  principal  amount  of the
Securities  at the time  Outstanding  may at any time  remove  the  Trustee  and
appoint a successor  trustee by  delivering  to the  Trustee so removed,  to the
successor  trustee so appointed  and to the Issuer the evidence  provided for in
Section 8.1 of the action in that regard taken by the Securityholders.

     (d) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  trustee  pursuant to any of the provisions of this Section 7.10 shall
become  effective  until  acceptance of appointment by the successor  trustee as
provided in Section 7.11.

     SECTION 7.11. Acceptance of Appointment by Successor Trustee. Any successor
trustee  appointed as provided in Section 7.10 shall  execute,  acknowledge  and
deliver to the Issuer and to its  predecessor  trustee an  instrument  accepting
such  appointment  hereunder,  and thereupon the  resignation  or removal of the
predecessor  trustee shall become effective and such successor trustee,  without
any  further  act,  deed or  conveyance,  shall  become  vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if  originally  named as trustee  hereunder;  but  nevertheless,  on the written
request of the Issuer or of the successor  trustee,  upon payment of all amounts
due to the Trustee under Section 7.6, the Trustee ceasing to act shall,  subject
to Section 4.4, pay over to the successor trustee all moneys at the time held by
it hereunder and shall execute and deliver an  instrument  transferring  to such
successor trustee all such rights, powers, duties and obligations.  Upon request
of any successor  trustee,  the Issuer shall execute any and all  instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee  all  such  rights  and  powers.  Any  Trustee  ceasing  to act,  shall,
nevertheless,  retain a prior lien upon all  property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the  provisions of
Section 7.6.

                                      -49-


<PAGE>



     No successor  trustee shall accept  appointment as provided in this Section
7.11  unless at the time of such  acceptance  such  successor  trustee  shall be
qualified  under the provisions of Section 7.8 and eligible under the provisions
of Section 7.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 7.11, the Issuer shall mail notice  thereof by  first-class  mail to the
Holders of  Securities  at their  last  addresses  as they  shall  appear on the
Security   Register.   If  the  acceptance  of   appointment  is   substantially
contemporaneous  with  the  resignation,  then  the  notice  called  for  by the
preceding  sentence may be combined  with the notice called for by Section 7.10.
If the  Issuer  fails to mail such  notice  within 10 days after  acceptance  of
appointment  by the successor  trustee,  the successor  trustee shall cause such
notice to be mailed at the expense of the Issuer.

     SECTION 7.12. Merger,  Conversion,  Consolidation or Succession to Business
of Trustee.  Any  corporation in which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to substantially  all of the corporate trust business of
the Trustee, shall be the successor of the trustee hereunder, provided that such
corporation  shall be qualified under the provisions of Section 7.8 and eligible
under the  provisions  of Section  7.9,  without the  execution or filing of any
paper or any further act (including the giving of any notice to Securityholders)
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.

     In case at the time such  successor  to the  Trustee  shall  succeed to the
trusts  created  by  this  Indenture  any  of the  Securities  shall  have  been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate  of  authentication  of any  predecessor  trustee and  deliver  such
Securities  so  authenticated;  and, in case at that time any of the  Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities  either in the name of any predecessor  hereunder or in the name
of the successor trustee;  and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture  provided
for the certificate of authentication of the Trustee.

     SECTION 7.13.  Preferential  Collection of Claims  Against the Issuer.  (a)
Subject to the  provisions  of this  Section,  if the Trustee  shall be or shall
become a creditor,  directly or indirectly,  secured or unsecured, of the Issuer
or any other obligor of the  Securities  within three months prior to a default,
as defined in subsection  (c) of this Section,  or subsequent to such a default,
then,  unless and until such default shall be cured, the Trustee shall set apart
and hold in

                                      -50-


<PAGE>



a special  account for the benefit of the Trustee  individually,  the Holders of
the Securities and the holders of other indenture securities (as defined in this
Section):

          (1) an amount  equal to any and all  reductions  in the amount due and
     owing upon any claim as such  creditor in respect of principal or interest,
     effected  after the  beginning  of such three  months'  period and valid as
     against  the Issuer  and its other  creditors,  except  any such  reduction
     resulting  from the receipt or  disposition  of any  property  described in
     subsection  (a)(2) of this  Section,  or from the  exercise of any right of
     set-off which the Trustee could have  exercised if a petition in bankruptcy
     had been filed by or against the Issuer upon the date of such default; and

          (2) all  property  received  by the Trustee in respect of any claim as
     such  creditor,   either  as  security  therefor,  or  in  satisfaction  or
     composition  thereof,  or  otherwise,  after the  beginning  of such  three
     months' period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Issuer and its
     other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments  made on account of any
     such claim by any Person  (other than Issuer) who is liable  thereon,  (ii)
     the  proceeds  of a bona fide sale of any such  claim by the  Trustee  to a
     third person,  and (iii)  distributions  made in cash,  securities or other
     property in respect of claims  filed  against the Issuer in  bankruptcy  or
     receivership  or in the  proceedings  for  reorganization  pursuant  to the
     Federal Bankruptcy Code or applicable state law;

          (B) to realize,  for its own account,  upon any property held by it as
     security  for any such  claim,  if such  property  was so held prior to the
     beginning of such three months' period;

          (C) to  realize,  for its own  account,  but only to the extent of the
     claim hereinafter  mentioned,  upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such three
     months'  period  and  such  property  was  received  as  security  therefor
     simultaneously with the creation thereof,  and if the Trustee shall sustain
     the burden of proving  that at the time such  property  was so received the
     Trustee  has no  reasonable  cause to believe  that a default as defined by
     subsection (c) of this Section would occur within three months; or

                                      -51-


<PAGE>



          (D) to receive  payment on any claim  referred to in paragraph  (B) or
     (C), against the release of any property held as security for such claim as
     provided in such paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such three months'  period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim  referred to in any of such  paragraphs is created in renewal of or in
substitution  for or for the purpose of repaying or refunding  any  pre-existing
claim of the Trustee as such creditor,  such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds  thereof shall be apportioned  between the
Trustee,  the  Holders of the  Securities  and the  holders  of other  indenture
securities  in such manner  that the  Trustee,  such  Holders and the holders of
other indenture  securities  realize,  as a result of payments from such special
account  and  payments  of  dividends  on claims  filed  against  the  Issuer in
bankruptcy or receivership or in proceedings for reorganization  pursuant to the
Federal  Bankruptcy  Code or applicable  State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the  receipt  by it from the Issuer of the funds and  property  in
such  special  account  and before  crediting  to the  respective  claims of the
Trustee, Holders of the Securities and the holders of other indenture securities
dividends on claims filed against the Issuer in bankruptcy or receivership or in
proceedings  for  reorganization  pursuant  to the  Federal  Bankruptcy  Code or
applicable  State law, but after  crediting  thereon  receipts on account of the
indebtedness  represented by their respective claims from all sources other than
from such  dividends  and from the funds and  property  so held in such  special
account.  As used  in this  paragraph,  with  respect  to any  claim,  the  term
"dividends"  shall  include any  distribution  with  respect to such  claim,  in
bankruptcy or receivership or in proceedings for reorganization  pursuant to the
Federal  Bankruptcy Code or applicable State law,  whether such  distribution is
made in cash,  securities  or other  property,  but shall not  include  any such
distribution  with respect to the secured  portion,  if any, of such claim.  The
court in which such bankruptcy, receivership or proceeding for reorganization is
pending  shall have  jurisdiction  (i) to  apportion  between the  Trustee,  the
Holders  of  Securities  and the  holders  of  other  indenture  securities,  in
accordance with the provisions of this paragraph, the funds and property held in
such  special  account  and  the  proceeds  thereof,  or  (ii)  in  lieu of such
apportionment,  in whole or in part, to give to the provisions of this paragraph
due consideration in determining

                                      -52-


<PAGE>



the  fairness of the  distributions  to be made to the  Trustee,  the Holders of
Securities and the holders of other  indenture  securities with respect to their
respective  claims,  in which event it shall not be necessary to liquidate or to
appraise  the value of any  securities  or other  property  held in such special
account or as security for any such claim,  or to make a specific  allocation of
such distribution as between the secured and unsecured  portions of such claims,
or  otherwise  to apply  the  provisions  of this  paragraph  as a  mathematical
formula.

     Any Trustee who has  resigned or been removed  after the  beginning of such
three months' period shall be subject to the  provisions of this  subsection (a)
as though  such  resignation  or removal  had not  occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the  provisions  of this  subsection  (a) if and only if the
following conditions exist:

          (i) the  receipt of property  or  reduction  of claim which would have
     given rise to the  obligation to account,  if such Trustee had continued as
     trustee, occurred after the beginning of such three months' period; and

          (ii) such receipt of property or reduction  of claim  occurred  within
     three months after such resignation or removal.

     (b) There shall be excluded  from the  operation of this Section a creditor
relationship arising from

          (1) the  ownership  or  acquisition  of  securities  issued  under any
     indenture,  or any security or securities  having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances  authorized  by a  receivership  or  bankruptcy  court of
     competent  jurisdiction  or by this Indenture for the purpose of preserving
     any  property  which  shall  at any  time be  subject  to the  lien of this
     Indenture or of discharging  tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making  thereof  is  given  to the  Holders  of the  applicable  series  of
     Securities at the time and in the manner provided in this Indenture;

          (3)  disbursements  made in the  ordinary  course of  business  in the
     capacity  of  trustee  under  an  indenture,   transfer  agent,  registrar,
     custodian,  paying  agent,  fiscal agent or  depositary,  or other  similar
     capacity;

          (4) an  indebtedness  created  as a result  of  services  rendered  or
     premises  rented  or an  indebtedness  created  as a  result  of  goods  or
     securities  sold in a cash  transaction as defined in subsection  (c)(3) of
     this Section;

                                      -53-


<PAGE>



          (5)  the  ownership  of  stock  or  of  some  other  securities  of  a
     corporation  organized under the provisions of Section 25(a) of the Federal
     Reserve Act, as amended,  which is directly or indirectly a creditor of the
     Issuer; or

          (6) the  acquisition,  ownership,  acceptance  or  negotiation  of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c)(4) of
     this Section.

          (c) As used in this Section:

          (1) the term "default"  shall mean any failure to make payment in full
     of  the  principal  of or  interest  upon  any  of  the  Securities  of the
     applicable  series or upon the other indenture  securities when and as such
     principal or interest becomes due and payable;

          (2) the term "other indenture  securities"  shall mean securities upon
     which the Issuer is an obligor  (as  defined  in the Trust  Indenture  Act)
     outstanding  under any other  indenture (i) under which the Trustee is also
     trustee,  (ii)  which  contains  provisions  substantially  similar  to the
     provisions  of  subsection  (a) of this  Section,  and (iii)  under which a
     default exists at the time of the  apportionment  of the funds and property
     held in said special account;

          (3) the term "cash  transaction"  shall mean any  transaction in which
     full payment for goods or  securities  sold is made within seven days after
     delivery  of the  goods or  securities  in  currency  or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term  "self-liquidating  paper" shall mean any draft,  bill of
     exchange,  acceptance or  obligation  which is made,  drawn,  negotiated or
     incurred  by  the  Issuer  for  the  purpose  of  financing  the  purchase,
     processing,  manufacture,  shipment,  storage  or sale of  goods,  wares or
     merchandise  and  which  is  secured  by  documents  evidencing  title  to,
     possession  of,  or a lien  upon the  goods,  wares or  merchandise  or the
     receivables  or  proceeds  arising  from  the  sale  of  goods,   wares  or
     merchandise  previously  constituting  the  security,   provided  that  the
     security is received by the Trustee simultaneously with the creation of the
     creditor  relationship  with the Issuer  arising from the making,  drawing,
     negotiating  or incurring of the draft,  bill of  exchange,  acceptance  or
     obligation; and

          (5) the term "Issuer" shall mean any obligor upon the Securities.


                                      -54-


<PAGE>



     SECTION  7.14.  Authenticating  Agent.  So  long as any  Securities  remain
Outstanding,  if the Corporate Trust Office of the Trustee is not located in the
Borough of Manhattan, The City of New York, or otherwise upon an Issuer Request,
there shall be an authenticating agent (the  "Authenticating  Agent") appointed,
for such period as the Issuer shall elect, by the Trustee to act as its agent on
its behalf and subject to its  direction in connection  with the  authentication
and delivery of  Securities.  Securities  authenticated  by such  Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid and
obligatory  for all  purposes  as if  authenticated  by such  Trustee.  Wherever
reference  is made in this  Indenture  to the  authentication  and  delivery  of
Securities by the Trustee or to the  Trustee's  Certificate  of  Authentication,
such reference shall be deemed to include  authentication and delivery on behalf
of the Trustee by an  Authenticating  Agent and a Certificate of  Authentication
executed  on  behalf  of  such  Trustee  by  such  Authenticating   Agent.  Such
Authenticating  Agent shall at all times be a  corporation  organized  and doing
business  under the laws of the  United  States of America or of any State or of
the District of Columbia, authorized under such laws to exercise corporate trust
powers,  having a  combined  capital  and  surplus of at least  $20,000,000  and
subject to supervision or examination by Federal,  State or District of Columbia
authority.  If the  Corporate  Trust Office of the Trustee is not located in the
Borough of Manhattan,  The City of New York, the Authenticating Agent shall have
its principal office and place of business in the Borough of Manhattan, The City
of New York.

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

     Any  Authenticating  Agent  may at any  time,  and if it shall  cease to be
eligible  shall,  resign by giving  written notice of resignation to the Trustee
and to the  Issuer.  The  Trustee  may at any time  terminate  the agency of any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Issuer.  Upon  receiving  such  a  notice  of
resignation  or  upon  such  a   termination,   or  in  case  at  any  time  any
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section 7.14, the Trustee shall upon Issuer Request appoint a
successor  Authenticating  Agent,  and the Issuer shall  provide  notice of such
appointment  to all  Holders  of  Securities  in the  manner  and to the  extent
provided in Section 13.4. Any successor  Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers, duties

                                      -55-


<PAGE>



and  responsibilities  of its  predecessor  hereunder,  with  like  effect as if
originally named as Authenticating  Agent herein. The Issuer agrees to pay or to
cause  to be paid  to the  Authenticating  Agent  from  time to time  reasonable
compensation  for  its  services.   The  Authenticating   Agent  shall  have  no
responsibility  or liability for any action taken by it as such in good faith at
the direction of the Trustee.

                                      -56-


<PAGE>



                                  ARTICLE VIII.

                      CONCERNING THE HOLDERS OF SECURITIES

     SECTION 8.1.  Action by Holders.  Whenever in this Indenture it is provided
that the Holders of a specified  percentage in aggregate principal amount of the
Securities of any series may take any action (including the making of any demand
or  request,  the giving of any  notice,  consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of
such  specified  percentage  have  joined  therein may be  evidenced  (a) by any
instrument or any number of  instruments of similar tenor executed by Holders in
person  or by agent or proxy  appointed  in  writing,  or (b) by the  record  of
Holders  voting in favor  thereof at any meeting of such Holders duly called and
held in accordance  with the provisions of Article IX or (c) by a combination of
such instrument or instruments and any such record of such a meeting of Holders.
The Issuer may (but shall not be required  to) set a record date for purposes of
determining the identity of  Securityholders  entitled to vote or consent to any
action by vote or consent  authorized or permitted under this  Indenture,  which
record  date  shall be the later of 10 days prior to the first  solicitation  of
such  consent or the date of the most  recent list of Holders  furnished  to the
Trustee pursuant to Section 5.1 of this Indenture prior to such solicitation. If
a record date is fixed,  those Persons who were  Securityholders  at such record
date (or their  duly  designated  proxies),  and only  those  Persons,  shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given,  whether or not such Persons continue to be Holders after such
record date.

     SECTION 8.2.  Proof of Execution of  Instruments  by Holders of Securities.
Subject to Sections  7.1, 7.2 and 9.5,  the  execution  of any  instrument  by a
Holder of a  Security  or his  agent or proxy  may be  proved in any  reasonable
manner that the Trustee deems sufficient,  including, without limitation, in the
following manner:

          The  fact  and  date  of the  execution  by  any  such  Person  of any
     instrument  may be proved by the  certificate of any notary public or other
     officer  authorized  to take  acknowledgments  of  deeds,  that the  Person
     executing such instrument  acknowledged to him the execution thereof, or by
     an affidavit or written  statement  of a witness to such  execution.  Where
     such execution is by an officer of a corporation or association or a member
     of a partnership on behalf of such corporation, association or partnership,
     as the case may be,  or by any  other  Person  acting  in a  representative
     capacity,  such  certificate,  affidavit  or written  statement  shall also
     constitute sufficient proof of his authority.

                                      -57-


<PAGE>



     The ownership of Securities  shall be proved by the Securities  Register or
by a certificate of the Securities Registrar.

     The record of any Holders'  meeting shall be proved in the manner  provided
in Section 9.6.

     SECTION 8.3. Holders to be Treated as Owners.  The Issuer,  the Trustee and
any agent of the  Issuer or the  Trustee  may deem and treat the Person in whose
name any Security shall be registered upon the Security Register as the absolute
owner of such  Security  (notwithstanding  any  notation of  ownership  or other
writing  thereon)  for the purpose of  receiving  payment of  principal  of, and
premium,  if any,  and  (subject  to Section  3.8)  interest,  if any,  on, such
Security, and for all other purposes whatsoever, whether or not such Security be
overdue,  and neither the Issuer, the Trustee nor any agent of the Issuer or the
Trustee shall be affected by notice to the  contrary.  All such payments so made
to any Holder for the time being,  shall be valid, and, to the extent of the sum
or sums so paid,  effectual to satisfy and  discharge  the  liability for moneys
payable upon such Security.

     None of the  Issuer,  the Trustee or any agent of the Issuer or the Trustee
shall  have any  responsibility  or  liability  for any  aspect  of the  records
relating to or payments  made on account of beneficial  ownership  interest of a
Global  Security,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial  ownership interest.  Notwithstanding the foregoing,
with respect to any Global Security,  nothing herein shall prevent the Issuer or
the Trustee or any agent of the Issuer or the Trustee from giving  effect to any
written certification,  proxy or other authorization furnished by any Depository
(or its nominee),  as a Holder,  with respect to such Global Security or impair,
as between such  Depository  and owners of  beneficial  interests in such Global
Security,  the  operation of customary  practices  governing the exercise of the
right of such Depository (or its nominee) as holder of such Global Security.

     SECTION  8.4.  Securities  Owned  by  Issuer  Deemed  Not  Outstanding.  In
determining  whether the Holders of the requisite  aggregate principal amount of
Securities  of any or all series have  concurred  in any  direction,  consent or
waiver  under this  Indenture,  Securities  which are owned by the Issuer or any
other  obligor on the  Securities  with respect to which such  determination  is
being made or by any Person directly or indirectly  controlling or controlled by
or under direct or indirect  common control with the Issuer or any other obligor
on the Securities with respect to which such  determination  is being made shall
be  disregarded  and deemed not to be  Outstanding  for the  purpose of any such
determination,  except that for the purpose of  determining  whether the Trustee
shall be  protected  in relying on any such  direction,  consent or waiver  only
Securities

                                      -58-


<PAGE>



which the Trustee  knows are so owned  shall be so  disregarded.  Securities  so
owned which have been  pledged in good faith may be regarded as  Outstanding  if
the pledgee  establishes to the  satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the Issuer
or any other obligor upon the  Securities  or any Person  directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the  Securities.  In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer  shall  furnish to the  Trustee  promptly  an  Officers'  Certificate
listing and identifying all Securities,  if any, known by the Issuer to be owned
or held by or for the  account  of any of the  above-  described  Persons;  and,
subject to Sections  7.1 and 7.2,  the Trustee  shall be entitled to accept such
Officers'  Certificate as conclusive evidence of the facts therein set forth and
of the fact that all  Securities  not listed  therein  are  Outstanding  for the
purpose of any such determination.

     SECTION 8.5. Right of Revocation of Action Taken. At any time prior to (but
not after) the  evidencing  to the  Trustee,  as provided in Section 8.1, of the
taking of any action by the Holders of the  percentage  in  aggregate  principal
amount of the Securities of any or all series,  as the case may be, specified in
this  Indenture in connection  with such action,  any Holder of a Security,  the
number,  letter or other distinguishing symbol of which is shown by the evidence
to be included in the  Securities  the Holders of which have  consented  to such
action,  may, by filing  written  notice at the Corporate  Trust Office and upon
proof of holding as  provided  in this  Article,  revoke  such  action so far as
concerns such Security. Except as aforesaid, any such action taken by the Holder
of any Security  shall be  conclusive  and binding upon such Holder and upon all
future  Holders  and owners of such  Security  and of any  Securities  issued in
exchange or substitution  therefor,  irrespective of whether or not any notation
in regard  thereto is made upon any such  Security or such other  Security.  Any
action taken by the Holders of the percentage in aggregate  principal  amount of
the  Securities  of any or all  series,  as the case may be,  specified  in this
Indenture in connection with such action shall be conclusively  binding upon the
Issuer,  the  Trustee  and the  Holders of all the  Securities  affected by such
action.

                                      -59-


<PAGE>



                                   ARTICLE IX.

                                HOLDERS' MEETINGS

     SECTION 9.1.  Purposes of Meetings.  A meeting of Holders of  Securities of
any or all  series may be called at any time and from time to time  pursuant  to
the provisions of this Article for any of the following purposes:

          (1) to  give  any  notice  to the  Issuer  or to the  Trustee  for the
     Securities of such series, or to give any directions to the Trustee,  or to
     consent to the waiving of any default hereunder and its consequences, or to
     take any other action  authorized to be taken by Holders pursuant to any of
     the provisions of Article VI;

          (2) to remove the Trustee and nominate a successor Trustee pursuant to
     the provisions of Article VII;

          (3)  to  consent  to  the  execution  of an  indenture  or  indentures
     supplemental hereto pursuant to the provisions of Section 10.2; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified  aggregate  principal amount of the Securities
     of any one or more or all  series,  as the case  may be,  under  any  other
     provision of this Indenture or under applicable law.

     SECTION 9.2. Call of Meetings by Trustee.  The Trustee may at any time call
a meeting of Holders of Securities to take any action  specified in Section 9.1,
to be held at such time and at such place in the Borough of Manhattan,  The City
of New York,  or such other Place of Payment,  as the Trustee  shall  determine.
Notice of every meeting of the Holders of Securities, setting forth the time and
the place of such meeting,  and in general terms the action proposed to be taken
at such  meeting,  shall be given to Holders  of  Securities  of the  particular
series in the manner and to the extent  provided  in Section  13.4.  Such notice
shall be given not less than 20 nor more  than 90 days  prior to the date  fixed
for the meeting.

     SECTION 9.3. Call of Meetings by Issuer or Holders. In case at any time the
Issuer, pursuant to a resolution of its Board of Directors, or the Holders of at
least 10% in aggregate principal amount of the Outstanding  Securities of any or
all  series,  as the case may be,  shall have  requested  the  Trustee to call a
meeting of Holders of  Securities  of any or all series,  as the case may be, by
written  request  setting forth in reasonable  detail the action  proposed to be
taken at the  meeting,  and the Trustee for such series shall not have given the
notice of such meeting  within 20 days after receipt of such  request,  then the
Issuer or such  Holders may  determine  the time and the place in the Borough of
Manhattan or other Place of Payment for such

                                      -60-


<PAGE>



meeting and may call such meeting to take any action  authorized in Section 9.1,
by giving notice thereof as provided in Section 9.2.

     SECTION  9.4.  Qualifications  for  Voting.  To be  entitled to vote at any
meeting  of  Holders a Person  shall be (a) a Holder of one or more  outstanding
Securities  with  respect  to which  such  meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by such Holder.  The only Persons
who shall be entitled to be present or to speak at any meeting of Holders  shall
be the  Persons  entitled  to vote at such  meeting  and their  counsel  and any
representatives  of the Trustee and its counsel and any  representatives  of the
Issuer and its counsel.

     SECTION 9.5.  Regulations.  Notwithstanding  any other  provisions  of this
Indenture,  the  Trustee  may make such  reasonable  regulations  as it may deem
advisable for any meeting of Holders of the Securities in regard to proof of the
holding of Securities and of the  appointment  of proxies,  and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies,  certificates  and other  evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The  Trustee  shall,  by an  instrument  in  writing,  appoint a  temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Holders of Securities as provided in Section 9.3, in which case the Issuer
or the Holders  calling the  meeting,  as the case may be,  shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting, shall be elected by majority vote of the meeting.

     Subject to Section  8.4, at any  meeting  each  Holder of  Securities  with
respect to which such meeting is being held or proxy  therefor shall be entitled
to one vote for each  $1,000  principal  amount (in the case of  Original  Issue
Discount  Securities,  such principal amount to be determined as provided in the
definition of "Outstanding") of Securities held or represented by him; provided,
however,  that no vote shall be cast or counted at any meeting in respect of any
such  Security  challenged as not  Outstanding  and ruled by the chairman of the
meeting to be not  Outstanding.  The chairman of the meeting shall have no right
to vote other than by virtue of Securities held by him or instruments in writing
aforesaid duly designating him as the Person to vote on behalf of other Holders.
At any  meeting of Holders,  the  presence  of Persons  holding or  representing
Securities  with  respect  to which such  meeting is being held in an  aggregate
principal  amount  sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum,  but, if less than a
quorum is present,  the Persons  holding or representing a majority in aggregate
principal amount of such Securities represented at the

                                      -61-


<PAGE>



meeting may  adjourn  such  meeting  with the same  effect,  for all intents and
purposes,  as though a quorum  had been  present.  Any  meeting  of  Holders  of
Securities  with  respect to which a meeting  was duly  called  pursuant  to the
provisions  of Section 9.2 or Section 9.3 may be adjourned  from time to time by
Persons holding or representing a majority in aggregate principal amount of such
Securities  represented at the meeting,  present,  whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

     SECTION 9.6. Voting. The vote upon any resolution  submitted to any meeting
of Holders of Securities  with respect to which such meeting is being held shall
be by written  ballots  on which  shall be  subscribed  the  signatures  of such
Holders or of their representatives by proxy and the serial number or numbers of
the  Securities  held or  represented  by them.  The  permanent  chairman of the
meeting shall appoint two  inspectors of votes who shall count all votes cast at
the meeting for or against any  resolution  and who shall make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of holders  shall be prepared by the  secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial  numbers  of the  Securities  voting in favor of or against  any
resolution.  The record  shall be signed and verified by the  affidavits  of the
permanent  chairman and secretary of the meeting and one of the duplicates shall
be  delivered  to the Issuer and the other to the Trustee to be preserved by the
Trustee.

     Any record so signed  and  verified  shall be  conclusive  evidence  of the
matters therein stated.

     SECTION  9.7.  No Delay of Rights by Reason  of  Meeting.  Nothing  in this
Article contained shall be deemed or construed to authorize or permit, by reason
of any call of a  meeting  of  Holders  or any  rights  expressly  or  impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights  conferred upon or reserved to the Trustee or to the Holders
under  any of the  provisions  of this  Indenture  or of the  Securities  of any
series.

                                      -62-


<PAGE>



                                   ARTICLE X.

                             SUPPLEMENTAL INDENTURES

     SECTION 10.1.  Supplemental  Indentures Without Consent of Securityholders.
The Issuer,  when authorized by a resolution of its Board of Directors,  and the
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust Indenture Act as in force at the date of the execution thereof) for one or
more of the following purposes:

          (a) to convey, transfer,  assign, mortgage or pledge to the Trustee as
     security for the Securities any property or assets;

          (b) to evidence the  succession of another  corporation to the Issuer,
     or successive successions,  and the assumption by the successor corporation
     of the  covenants,  agreements  and  obligations  of the Issuer  under this
     Indenture and the Securities;

          (c) to add to the  covenants  of the Issuer  such  further  covenants,
     restrictions,  conditions  or  provisions  as its Board of Directors  shall
     consider  to be  for  the  protection  of the  Holders  of  any  series  of
     Securities,  and to make the occurrence and continuance of a default in any
     such additional covenants, restrictions,  conditions or provisions an Event
     of Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth; provided that in respect of
     any such  additional  covenant,  restriction,  condition or provision  such
     supplemental  indenture may provide for a particular  period of grace after
     default  (which  period may be shorter or longer  than that  allowed in the
     case of other  defaults) or may provide for an immediate  enforcement  upon
     such an Event of Default or may limit the remedies available to the Trustee
     upon such an Event of  Default  or may limit the right of the  Holders of a
     majority in aggregate  principal amount of the Securities of such series to
     waive such an Event of Default;

          (d) to cure any  ambiguity or to correct or  supplement  any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent   with  any  other  provision   contained  herein  or  in  any
     supplemental  indenture;  or to make  such  other  provisions  in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of  Directors  may deem  necessary or desirable  and
     which shall not materially adversely affect the interests of the Holders of
     any Securities;

                                      -63-


<PAGE>



          (e) to  establish  the form or terms of  Securities  of any  series as
     permitted by Section 3.1;

          (f) to provide for the issuance  under this Indenture of Securities in
     coupon form  (including  Securities  registrable as to principal  only), to
     provide for  interchangeability  thereof with Securities in registered form
     of the same series and to make all appropriate changes for such purpose, or
     to permit  or  facilitate  the  issuance  of  Securities  of any  series in
     uncertificated form;

          (g) to provide for the issuance  under this  Indenture  of  Securities
     denominated  or payable in  currency  other  than  Dollars  and to make all
     appropriate changes for such purpose;

          (h)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  trustee with respect to the Securities,  pursuant
     to  Section  7.11,  or to add to or change  any of the  provisions  of this
     Indenture  as  shall  be  necessary  to  provide  for  or  facilitate   the
     administration of the trusts hereunder by more than one Trustee;

          (i) to modify  any  restrictions  on and  procedures  for  resales  of
     Securities of any series that is not registered  pursuant to the Securities
     Act to  reflect  any  change  in  applicable  law  or  regulation  (or  the
     interpretation  thereof) or in practices relating to the resale or transfer
     of restricted securities generally and to modify any legends placed on such
     securities to reflect such restrictions and procedures;

          (j) to add to or change or eliminate any  provision of this  Indenture
     as shall be necessary or  desirable to conform to  provisions  of the Trust
     Indenture Act as at the time in effect, provided that such action shall not
     materially  adversely affect the interests of the Holders of the Securities
     of any series; and

          (k)  otherwise to change or eliminate  any of the  provisions  of this
     Indenture;  provided, however, that any such change or elimination may only
     be effected when no Outstanding Security of any series created prior to the
     execution of such supplemental indenture is entitled to the benefit of such
     provision.

     The Trustee is hereby  authorized  to join with the Issuer in the execution
of any such supplemental  indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer,  assignment,  mortgage or pledge of any property  thereunder,  but the
Trustee shall not be obligated to enter into any such

                                      -64-


<PAGE>



supplemental  indenture which adversely affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed  without the consent of the Holders of any of the  Securities at the
time Outstanding, notwithstanding any of the provisions of Section 10.2.

     SECTION 10.2. Supplemental Indentures With Consent of Securityholders. With
the consent  (evidenced  as provided in Article VIII) of the Holders of not less
than a majority in  aggregate  principal  amount of the  Securities  at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class),  the Issuer,  when authorized by a resolution of its Board of Directors,
and the Trustee may, from time to time and at any time,  enter into an indenture
or indentures  supplemental hereto (which shall conform to the provisions of the
Trust  Indenture  Act as in  force  at the date of  execution  thereof)  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 Holders of the Securities of each such
series; provided that no such supplemental indenture shall (a) change the Stated
Maturity of any Security of such series,  or reduce the principal amount thereof
or the amount of any  premium  thereon,  or reduce the rate,  extend the time of
payment or change the method of calculation of interest  thereon,  or reduce any
amount payable on redemption thereof or reduce the amount of the principal of an
Original  Issue  Discount  Security  that  would  be due  and  payable  upon  an
acceleration  with respect thereto pursuant to Section 6.1 or the amount thereof
provable in  bankruptcy  pursuant to Section 6.2, or impair or adversely  affect
the right of any Securityholder to institute suit for the payment thereof or, if
the  Securities  provide  therefor,  any right of repayment at the option of the
Securityholder,  without  the  consent  of the Holder of each  Security  of such
series so affected,  or (b) reduce the  aforesaid  percentage  of the  principal
amount of  Securities  of such  series,  the  consent of the Holders of which is
required for any such supplemental indenture or any waiver of any obligations of
the Issuer  under this  Indenture,  without  the  consent of the Holders of each
Security  of such  series  so  affected,  or (c)  subordinate  the  indebtedness
evidenced by the  Securities  of such series to any  indebtedness  of the Issuer
without consent of the Holder of each Security of such series so affected.

     Upon  the  request  of  the  Issuer,  accompanied  by  a  Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing  with the  Trustee  of  evidence  of the  consent of  Securityholders  as
aforesaid  and other  documents,  if any,  required by Section  8.1, the Trustee
shall  join with the  Issuer in the  execution  of such  supplemental  indenture
unless such supplemental  indenture  adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise,

                                      -65-


<PAGE>



in which case the Trustee may in its discretion,  but shall not be obligated to,
enter into such supplemental indenture.

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

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

     SECTION  10.3.  Notice  of  Supplemental  Indenture.   Promptly  after  the
execution by the Issuer and the Trustee of any supplemental  indenture  pursuant
to the  provisions  of Section 10.2,  the Issuer shall mail a notice  thereof by
first-class mail to the Holders of Securities of each series affected thereby at
their addresses as they shall appear on the Security Register,  setting forth in
general terms the substance of such supplemental  indenture.  Any failure of the
Issuer to mail such notice, or any defect therein,  shall not,  however,  in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 10.4. Effect of Supplemental  Indenture.  Upon the execution of any
supplemental  indenture  pursuant  to  the  provisions  of  this  Article,  this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith,  but only with regard to the  Securities  of each series  affected by
such supplemental indenture,  and the respective rights,  limitations of rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Issuer and the Holders of any Securities of such series  affected  thereby shall
thereafter  be  determined,  exercised  and  enforced  hereunder  subject in all
respects to such modifications and amendments,  and all the terms and conditions
of any such  supplemental  indenture  shall be and be  deemed  to be part of the
terms and  conditions of this  Indenture for any and all purposes with regard to
the Securities of such series.

     SECTION 10.5. Documents To Be Given to Trustee. The Trustee, subject to the
provisions of Sections 7.1 and 7.2, shall receive an Officers'  Certificate  and
an Opinion of Counsel as  conclusive  evidence that any  supplemental  indenture
executed  pursuant to this Article  complies with the  applicable  provisions of
this Indenture.

     SECTION 10.6. Notation on Securities in Respect of Supplemental Indentures.
Securities of any series affected by

                                      -66-


<PAGE>



any  supplemental  indenture  which are  authenticated  and delivered  after the
execution of such  supplemental  indenture  pursuant to the  provisions  of this
Article may bear a notation in form approved by the Issuer and the Trustee as to
any matter provided for in such supplemental  indenture.  If the Issuer shall so
determine,  new  Securities  of any series so  modified  as to  conform,  in the
opinion of the Issuer,  to any  modification of this Indenture  contained in any
such supplemental indenture may be prepared by the Issuer,  authenticated by the
Trustee  and  delivered  in  exchange  for the  Securities  of such  series then
Outstanding.

                                      -67-


<PAGE>



                                   ARTICLE XI.

                          CONSOLIDATION, MERGER OR SALE

     SECTION 11.1.  Issuer May Consolidate,  Merge or Sell on Certain Terms. The
Issuer will not  consolidate  with, or merge into, or sell all or  substantially
all of its assets to, any  Person,  except that the Issuer may permit any Person
to be merged into the Issuer or may,  subject to Section 11.2,  consolidate with
or merge into,  or sell all or  substantially  all of its assets to, any solvent
Person  organized  in the  United  States of America  (substantially  all of the
assets of which are located within the United States of America); provided that,
immediately after giving effect to such  transaction,  no Event of Default shall
have occurred and be continuing under this Indenture.

     SECTION  11.2.  Conditions  to  Consolidation  or Merger,  etc.  The Issuer
covenants and agrees that it will not  consolidate  with or merge into any other
corporation,  or sell all or substantially  all of its assets,  unless,  and the
Issuer covenants and agrees that any such consolidation, merger or sale shall be
upon the condition  that, the due and punctual  payment of the principal of, and
premium,  if any, and  interest,  if any, on, all the  Securities of each series
according to their tenor, and the due and punctual performance and observance of
all the terms,  covenants and  conditions  of this  Indenture to be performed or
observed by the Issuer,  shall, by a supplemental  indenture  hereto pursuant to
Section 10.1(b),  be expressly  assumed by the successor  corporation,  if other
than the Issuer,  formed by or surviving any such  consolidation or merger or to
which  such  sale,  transfer  or lease  shall  have  been  made,  as  fully  and
effectually as if such successor  corporation had been an original party to this
Indenture.

     Every such successor corporation,  if other than the Issuer, upon executing
such supplemental  indenture, in form satisfactory to the Trustee, shall succeed
to and be  substituted  for the Issuer with the same effect as if it had been an
original party hereto, and shall possess and from time to time may exercise each
and every power of the Issuer under this Indenture, and, in the case of any such
sale or transfer,  the Person  named as the  "Issuer" in the first  paragraph of
this Indenture or any successor  corporation which shall theretofore have become
such in the  manner  prescribed  in this  Article  shall  be  released  from its
liability  hereunder  and as  obligor  on all  the  Securities.  Such  successor
corporation  thereupon may execute and deliver  Securities under this Indenture,
either in the name of the Issuer  (unless  the Issuer  shall have been  released
from its liability hereunder and as obligor on the Securities as provided in the
next  preceding  sentence)  or of  such  successor  corporation,  and any act or
proceeding required by this Indenture to be done or performed by any board or

                                      -68-


<PAGE>



officer of the Issuer may be done or performed with like force and effect by the
comparable  board or  officer  of such  successor  corporation.  Such  change in
phraseology and form (but not in substance) may be made in the Securities as may
be appropriate in view of such consolidation,  merger,  sale, transfer or lease.
All the  Securities  when  issued  by such  successor  corporation  shall in all
respects  have  the  same  legal  priority  as  the  Securities  theretofore  or
thereafter  authenticated,  issued and delivered in accordance with the terms of
this Indenture.

     SECTION  11.3.  Documents  and Opinion To Be Furnished to the Trustee.  The
Issuer covenants and agrees that if it shall  consolidate with or merge into any
other  corporation,  or if it shall sell all or substantially all of its assets,
the Issuer will promptly furnish to the Trustee:

          (1) An Officers' Certificate stating that the conditions and covenants
     of the Issuer contained in Section 11.2 have been complied with;

          (2) An executed  counterpart of any instrument or instruments executed
     by the Issuer in the performance of such conditions and covenants; and

          (3) An Opinion of Counsel  stating that in the opinion of such counsel
     such  conditions  and  covenants  have  been  complied  with  and  that any
     instrument or instruments executed by the Issuer in the performance of such
     conditions and covenants  comply with the  requirements  of such conditions
     and covenants.

     The Trustee shall receive an Opinion of Counsel as conclusive evidence that
any such  consolidation,  merger  or  sale,  any  such  assumption  and any such
supplemental indenture comply with this Article.

                                      -69-


<PAGE>



                                  ARTICLE XII.

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

     SECTION  12.1.  Satisfaction  and  Discharge of  Securities  of Any Series.
Except as  otherwise  provided  for the  Securities  of any  series  established
pursuant to Section  3.1(16),  the Issuer shall be deemed to have  satisfied and
discharged  this  Indenture with respect to the entire  indebtedness  on all the
Outstanding Securities of any particular series, and the Trustee, at the expense
of the  Issuer  and  upon  Issuer  Request,  shall  execute  proper  instruments
acknowledging such satisfaction and discharge, when

          (1) either

               (A)  all  Outstanding   Securities  of  such  series  theretofore
          authenticated  and  delivered  (other than (i) any  Securities of such
          series which have been  destroyed,  lost or stolen and which have been
          replaced  or paid as  provided  in  Section  3.7 and (ii)  Outstanding
          Securities of such series for whose payment money has theretofore been
          deposited in trust or  segregated  and held in trust by the Issuer and
          thereafter  repaid to the Issuer or  discharged  from such  trust,  as
          provided  in Section  12.5) have been  delivered  to the  Trustee  for
          cancellation; or

               (B) with  respect to all  Outstanding  Securities  of such series
          described in sub-clause (A) above (other than the Securities  referred
          to in the parenthetical  phrase thereof) not theretofore  delivered to
          the Trustee for cancellation:

                    (i) the Issuer  has  irrevocably  deposited  or caused to be
               irrevocably deposited with the Trustee as trust funds in trust an
               amount (except as otherwise specified pursuant to Section 3.1 for
               the  Securities  of such series)  sufficient to pay and discharge
               the entire  indebtedness  on all such  Outstanding  Securities of
               such series for principal  (and premium,  if any) and interest to
               the Stated  Maturity or any Redemption  Date as  contemplated  by
               Section 12.3, as the case may be; or

                    (ii) the Issuer has  irrevocably  deposited  or caused to be
               irrevocably  deposited  with the Trustee as  obligations in trust
               such  amount  of  Government  Obligations  as will,  in a written
               opinion  of  independent  public  accountants  delivered  to  the
               Trustee,  together with the  predetermined  and certain income to
               accrue

                                      -70-


<PAGE>



               thereon (without  consideration of any reinvestment  thereof), be
               sufficient to pay and discharge when due the entire  indebtedness
               on all such  Outstanding  Securities  of such  series  for unpaid
               principal  (and  premium,  if any)  and  interest  to the  Stated
               Maturity or any Redemption  Date as contemplated by Section 12.3,
               as the case may be;

          (2) the Issuer  has paid or caused to be paid all other  sums  payable
     with respect to the  Outstanding  Securities  of such series  including all
     fees due to the Trustee under Section 7.6;

          (3) the Issuer has  delivered to the Trustee an Officers'  Certificate
     and an Opinion of  Counsel,  each  stating  that all  conditions  precedent
     herein provided for relating to the due  satisfaction and discharge of this
     Indenture  with  respect  to the  entire  indebtedness  on all  Outstanding
     Securities of any such series have been complied with; and

          (4) if the Securities of such series are not to become due and payable
     at their Stated Maturity within one year of the date of such deposit or are
     not to be called for redemption within one year of the date of such deposit
     under  arrangements  satisfactory  to the  Trustee  as of the  date of such
     deposit,  then the Issuer shall have given, not later than the date of such
     deposit,  notice of such deposit to the Holders of the  Securities  of such
     series.

     Upon the satisfaction of the conditions set forth in this Section 12.1 with
respect  to  all  the  Outstanding  Securities  of any  series,  the  terms  and
conditions  with respect  thereto set forth in this Indenture shall no longer be
binding upon, or applicable to, the Issuer;  provided,  however, that the Issuer
shall not be discharged from (a) any obligations under Sections 7.6 and 7.10 and
(b) any  obligations  under  Section 3.6 or 3.7 and Section 5.1;  and  provided,
further,  that in the event a petition for relief  under the federal  Bankruptcy
Code or a successor  statute is filed with respect to the Issuer  within 91 days
after the deposit, this Indenture with respect to the entire indebtedness on all
Securities of such series shall not be discharged, and in such event the Trustee
shall return such  deposited  funds or  obligations as it is then holding to the
Issuer upon Issuer Request.

     SECTION 12.2.  Satisfaction and Discharge of Indenture.  Upon compliance by
the Issuer  with the  provisions  of  Section  12.1 as to the  satisfaction  and
discharge of this  Indenture  with respect to each series of  Securities  issued
hereunder and if the Issuer has paid or caused to be paid all other sums payable
under this  Indenture,  this  Indenture  shall cease to be of any further effect
(except as otherwise provided

                                      -71-


<PAGE>



herein).  Upon  Issuer  Request  and  receipt of an  Opinion  of Counsel  and an
Officers'  Certificate  (and at the expense of the  Issuer),  the Trustee  shall
execute  proper  instruments  acknowledging  satisfaction  and discharge of this
Indenture.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  any
obligations  of the Issuer under  Sections  3.6,  3.7, 5.1, 7.6 and 7.10 and the
obligations of the Trustee under Section 12.3 shall survive.

     SECTION  12.3.  Application  of Trust  Money.  All  money  and  obligations
deposited with the Trustee pursuant to Section 12.1 shall be held irrevocably in
trust and shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Issuer and the Trustee. Such money and obligations
shall be  applied by the  Trustee,  in  accordance  with the  provisions  of the
Securities,  this  Indenture  and such escrow trust  agreement,  to the payment,
either directly or through any Paying Agent  (including the Issuer acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the  principal  of  (and  premium,  if any)  and  interest,  if  any,  on the
Securities  for the  payment  of which  such  money  and  obligations  have been
deposited with the Trustee. If Securities of any series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory or optional  sinking fund  requirement,  the
Issuer  shall  give  the  required  notice  of  redemption  or shall  make  such
arrangements  as are  satisfactory  to the  Trustee  for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer.

     SECTION 12.4.  Repayment of Moneys Held by Paying Agent. In connection with
the  satisfaction  and discharge of this Indenture with respect to Securities of
any series, all moneys with respect to such series then held by any Paying Agent
(and not required for such satisfaction and discharge) shall, upon demand of the
Issuer,  be repaid to it or paid to the Trustee and thereupon  such Paying Agent
shall be released from all further liability with respect to such moneys.

     SECTION 12.5.  Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys  deposited  with or paid to the  Trustee or any Paying  Agent for the
payment of the  principal  of, or premium,  if any,  or  interest,  if any,  on,
Securities  of any  series  and which  shall  not be  applied  but shall  remain
unclaimed  by the Holders of  Securities  of such series for two years after the
date upon which such payment shall have become due and payable,  shall be repaid
to the Issuer by the Trustee on demand; and the Holder of any of such Securities
entitled to receive such payment  shall  thereafter  look only to the Issuer for
the payment thereof;  provided,  however, that the Issuer or the Trustee, before
making  any such  repayment,  shall at the  expense  of the  Issuer  cause to be
published once a week for two

                                      -72-


<PAGE>



successive  weeks  (in  each  case  on any  day of the  week)  in an  Authorized
Newspaper,  or mail to each Holder,  or both, a notice that said moneys have not
been so applied  and that after a date named  therein any  unclaimed  balance of
said moneys then remaining will be returned to the Issuer.

     If the Trustee or Paying  Agent is unable to apply any money in  accordance
with  Section  12.3  by  reason  of  any  order  or  judgment  of any  court  or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  then  the  Company's  obligations  under  this  Indenture  and the
Securities  shall be revived and  reinstated  as though no deposit had  occurred
pursuant  to  Section  12.1 until  such time as the  Trustee or Paying  Agent is
permitted to apply all such money in  accordance  with Section  12.3;  provided,
however,  that if the Company  makes any payment of interest on or  principal of
any Security  following 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 held by the Trustee or Paying Agent.

                                      -73-


<PAGE>



                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

     SECTION 13.1. Incorporators, Stockholders, Officers and Directors of Issuer
Exempt from  Individual  Liability.  No recourse  under or upon any  obligation,
covenant or  agreement  contained  in this  Indenture,  or in any  Security,  or
because  of  any  indebtedness  evidenced  thereby,  shall  be had  against  any
incorporator,  as such,  or against  any past,  present  or future  stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or  through  the  Issuer or any  successor,  under any rule of law,  statute  or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise,  all such liability being expressly waived
and released by the acceptance of the  Securities by the Holders  thereof and as
part of the consideration for the issue of such Securities.

     SECTION  13.2.  Provisions of Indenture for the Sole Benefit of Parties and
Securityholders.  Nothing in this Indenture or in the  Securities,  expressed or
implied,  shall  give or be  construed  to give to any  Person,  other  than the
parties hereto and their successors and the Holders of the Securities, any legal
or equitable  right,  remedy or claim under this Indenture or under any covenant
or provision herein  contained,  all such covenants and provisions being for the
sole benefit of the parties  hereto and their  successors and the Holders of the
Securities.

     SECTION 13.3. Successors and Assigns of Issuer Bound by Indenture.  All the
covenants, stipulations,  promises and agreements in this Indenture contained by
or on behalf of the Issuer shall bind its  successors  and  assigns,  whether so
expressed or not.

     SECTION 13.4. Notices to Holders; Waiver. Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently  given (unless
otherwise  herein  expressly  provided)  if in writing and mailed by first class
mail,  postage  prepaid,  to such Holders as their names and addresses appear on
the  Securities  Register  within  the time  prescribed.  Where  this  Indenture
provides  for notice in any manner,  such notice may be waived in writing by the
Person  entitled to receive such notice,  either before or after the event,  and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed  with the  Trustee,  but such  filing  shall  not be a  condition
precedent to the validity of any action taken in reliance on such waiver. In any
case where notice to Holders is given by mail,  neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular  Holder,  shall
affect the  sufficiency  of such notice with respect to other  Holders,  and any
notice which is mailed in the manner herein provided shall be conclusively

                                      -74-


<PAGE>



presumed  to have  been duly  given.  In case by  reason  of the  suspension  of
publication  of any  Authorized  Newspapers  or by reason of any other  cause it
shall be  impracticable to publish any notice to Holders  otherwise  required or
permitted  under this Indenture,  then such  notification as shall be given with
the approval of the Trustee shall constitute  sufficient  notice to such Holders
for every purpose hereunder.

     SECTION  13.5.  Addresses  for  Notices.  Any notice or demand which by any
provision  of this  Indenture  is required or permitted to be given or served by
the Trustee or by the Holders of  Securities  of any series on the Issuer may be
given or served by registered mail addressed  (until another address is filed by
the Issuer with the Trustee) as follows:  IDACORP, Inc., 1221 West Idaho Street,
Boise,  Idaho 83702-5627,  Attention:  General Counsel.  Any notice,  direction,
request or demand by the Issuer or any Holders of Securities of any series to or
upon the Trustee shall be deemed to have been  sufficiently  given or made,  for
all purposes, if received at the Corporate Trust Office of such Trustee.

     SECTION 13.6. Officers' Certificates and Opinions of Counsel; Statements to
Be  Contained  Therein.  Upon any  application  or demand  by the  Issuer to the
Trustee to take any action under any of the  provisions of this  Indenture,  the
Issuer shall  furnish to the Trustee an Officers'  Certificate  stating that all
conditions  precedent (including any covenants compliance with which constitutes
a condition  precedent)  provided for in this Indenture relating to the proposed
action have been  complied  with and an Opinion of Counsel  stating  that in the
opinion of such counsel all such conditions  precedent  (including any covenants
compliance  with which  constitutes  a condition  precedent)  have been complied
with,  except that in the case of any such application or demand as to which the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

     Each  certificate  or opinion  provided for in this  Indenture  (other than
annual  certificates  provided  pursuant to Section  4.6) and  delivered  to the
Trustee with respect to compliance with a condition or covenant  provided for in
this  Indenture  shall  include  (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.

                                      -75-


<PAGE>



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

     Any  certificate,  statement  or  opinion of an officer of the Issuer or of
counsel  may be based,  insofar  as it  relates to  accounting  matters,  upon a
certificate  or  opinion  of or  representations  by an  accountant  or  firm of
accountants in the employ of the Issuer,  unless such officer or counsel, as the
case may be,  knows that the  certificate  or opinion  or  representations  with
respect to the  accounting  matters  upon which his  certificate,  statement  or
opinion  may  be  based  as  aforesaid  are  erroneous,  or in the  exercise  of
reasonable care should know that the same are erroneous.

     Any  certificate or opinion of any independent  firm of public  accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 13.7.  Separability Clause. In case any provision of this Indenture
or of 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  13.8.  Legal  Holidays.  In any case where the date of maturity of
interest on or principal of (or premium,  if any, on) the Securities or the date
fixed for redemption or repayment of any Security shall not be a Business Day at
any  Place  of  Payment  with  respect  to  Securities  of  that  series,   then
(notwithstanding  any other  provisions  of this  Indenture or of the  Security)
payment  of such  interest  on or  principal  of (or  premium,  if any,  on) the
Securities of such series need not be made on such date in such Place of Payment
but may be made on the next  succeeding  Business  Day in such  Place of Payment
with the same  force and effect as if made on the date of  maturity  or the date
fixed for  redemption  or repayment,  as the case may be, and no interest  shall
accrue  for the  period  from and after  such  date by  reason  of such  delayed
payment.

                                      -76-


<PAGE>



     SECTION 13.9.  Conflict of Any Provision of Indenture with Trust  Indenture
Act. If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with a provision of the Trust  Indenture Act that is required under
such Act to be a part of and govern this Indenture,  the latter  provision shall
control.  If any provision of this Indenture  modifies or excludes any provision
of the Trust  Indenture  Act that may be so  modified  or  excluded,  the former
provision shall control.

     SECTION 13.10. Governing Law. This Indenture and Security shall be governed
by and construed in accordance with the laws of the State of Idaho,  except that
the  obligations,  rights  and  remedies  of  the  Trustee  hereunder  shall  be
determined under the laws of the State of New York.

     SECTION 13.11.  Counterparts.  This Indenture may be executed in any number
of  counterparts,  and on  separate  counterparts,  each of  which  shall  be an
original;  but such counterparts shall together  constitute but one and the same
instrument.

     SECTION 13.12. Effect of Headings.  The Article and Section headings herein
and the Table of  Contents  are for  convenience  only and shall not  affect the
interpretation hereof.

                                      -77-


<PAGE>



                                  ARTICLE XIV.

                            REDEMPTION OF SECURITIES

     SECTION  14.1.  Applicability  of Article.  The  provisions of this Article
shall be applicable to the Securities of any series which are redeemable  before
their stated Maturity or to any sinking fund for the retirement of Securities of
a series  except as  otherwise  specified  as  contemplated  by Section  3.1 for
Securities of such series.  For purposes of Section 14.2,  the redemption of all
Securities  having the same terms  within a series shall not be deemed to be the
redemption of fewer than all of the Securities of any series.

     SECTION 14.2.  Notice of Redemption;  Selection of Securities.  In case the
Issuer  shall desire to exercise the right to redeem all or, as the case may be,
any part of the  Securities  of any series in  accordance  with their terms,  it
shall fix a Redemption Date and shall provide notice of such redemption at least
30 days  prior to such  Redemption  Date to the  Trustee  and to the  Holders of
Securities  of such series so to be redeemed as a whole or in part in the manner
provided in Section 13.4.  The notice  provided in the manner  herein  specified
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
Holder  receives  such notice.  In any case,  failure to give such notice or any
defect in the notice to the Holder of any  Security of a series  designated  for
redemption  as a  whole  or in  part  shall  not  affect  the  validity  of  the
proceedings for the redemption of any other Security of such series.

     Each such notice of  redemption  shall  specify the  Redemption  Date,  the
Redemption Price, the CUSIP or other comparable  number,  the Place or Places of
Payment,  that the Securities of such series are being redeemed at the option of
the Issuer  pursuant to provisions  contained in the terms of the  Securities of
such series or in a supplemental  indenture establishing such series, if such be
the  case,  together  with a  brief  statement  of  the  facts  permitting  such
redemption,  that payment will be made upon  presentation  and  surrender of the
applicable  Securities  at the Place or Places of Payment,  that the  Redemption
Price and any interest  accrued to the Redemption Date will be paid as specified
in said notice,  and that on and after said Redemption Date any interest thereon
or on the  portions  thereof  to be  redeemed  will  cease  to  accrue,  and any
information that is required to be included therein by the Depository.  If fewer
than  all  the  Securities  of any  series  are to be  redeemed  the  notice  of
redemption  shall  specify  the numbers of the  Securities  of such series to be
redeemed. In case any Security of any series is to be redeemed in part only, the
notice of redemption  shall state the portion of the principal amount thereof to
be  redeemed  and  shall  state  that on and  after the  Redemption  Date,  upon
surrender  of such  Security,  a new  Security or  Securities  of such series in
principal amount equal to the unredeemed portion thereof will be issued, or, in

                                      -78-


<PAGE>



the case of Securities  providing  appropriate  space for such notation,  at the
option of the Holders  the  Trustee,  in lieu of  delivering  a new  Security or
Securities as aforesaid,  may make a notation on such Security of the payment of
the redeemed portion thereof.

     On or before the  Redemption  Date with  respect to the  Securities  of any
series  stated in the notice of  redemption  given as provided  in this  Section
14.2, the Issuer will deposit with the Trustee or with one or more Paying Agents
an amount of money (except as otherwise specified as contemplated by Section 3.1
for the Securities of such series)  sufficient to redeem on such Redemption Date
all  the  Securities  or  portions  thereof  so  called  for  redemption  at the
applicable  Redemption Price,  together with accrued interest to such Redemption
Date. If the Issuer is acting as its own Paying Agent,  it will  segregate  such
amount and hold it in trust as provided in Section 4.4.

     If fewer than all the Securities of a series are to be redeemed  (including
the  redemption  of fewer than all  Securities  having  the same terms  within a
series),  the Issuer will give the Trustee  written notice not less than 60 days
prior to the Redemption Date as to the aggregate  principal amount of Securities
to be redeemed and the Trustee shall  select,  by lot or by such other method as
may be set forth in one or more indentures  supplemental  hereto, the Securities
of such series or portions thereof (in multiples of $1,000) to be redeemed.

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

     SECTION 14.3.  Payment of Securities  Called for  Redemption.  If notice of
redemption  has been given as above  provided,  the  Securities  or  portions of
Securities  of the series  specified in such notice shall become due and payable
on the Redemption  Date, and at the place or places stated in such notice at the
applicable  Redemption  Price,  together  with  any  interest  accrued  to  such
Redemption  Date, and on and after said Redemption Date (unless the Issuer shall
default in the payment of such  Securities at the applicable  Redemption  Price,
together with any interest  accrued to said Redemption Date) any interest on the
Securities or portion of Securities of any series so called for redemption shall
cease to accrue.  On presentation and surrender of such Securities at a Place of
Payment in such notice  specified,  such  Securities or the  specified  portions
thereof  shall be paid and redeemed by the Issuer at the  applicable  Redemption
Price,  together with any interest accrued thereon to the applicable  Redemption
Date, except that if such Redemption Date is an Interest Payment Date,  interest
shall be paid as provided in Section 3.8.

                                      -79-


<PAGE>



     Upon  presentation of any Security  redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery to or
on the order of the Holder thereof, at the expense of the Issuer, a new Security
or Securities of such series, of authorized  denominations,  in principal amount
equal to the unredeemed portion of the Security so presented.

                                      -80-


<PAGE>



                                   ARTICLE XV.

                                  SINKING FUNDS

     SECTION  15.1.  Applicability  of Article.  The  provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  3.1 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities  of any series is herein  referred to as a  "mandatory  sinking  fund
payment",  and any payment in excess of such minimum amount  provided for by the
terms of Securities of any series is herein referred to as an "optional  sinking
fund payment".

     SECTION  15.2.   Satisfaction  of  Mandatory   Sinking  Fund  Payment  with
Securities.  In lieu of making  all or any part of any  mandatory  sinking  fund
payment with respect to any  Securities  of a series in cash,  the Issuer may at
its  option,  at any time but not less  than 45 days  prior to the date on which
such  sinking  fund payment is due,  deliver to the Trustee  Securities  of such
series  theretofore  purchased  or  otherwise  acquired  by the  Issuer,  except
Securities of such series which have been redeemed  through the  application  of
mandatory  sinking fund payments pursuant to the terms of the Securities of such
series,  accompanied by an Issuer Order  instructing  the Trustee to credit such
obligations  and stating  that the  Securities  of such  series were  originally
issued by the  Issuer by way of bona fide sale or other  negotiation  for value;
provided  that  such  Securities  have not been  previously  so  credited.  Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the  mandatory  sinking  fund and the amount of such  mandatory  sinking fund
payment shall be reduced accordingly.

     SECTION 15.3.  Redemption of Securities  for Sinking Fund. Not less than 60
days prior to each sinking fund payment date for any series of  Securities,  the
Issuer will deliver to the Trustee a certificate signed by a Vice President, the
Treasurer or any Assistant  Treasurer of the Issuer specifying the amount of the
next ensuing  sinking fund payment for such series pursuant to the terms of such
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion  thereof,  if any,  which is to be satisfied by  delivering  and
crediting  Securities  of such series  pursuant to Section  15.2 and whether the
Issuer intends to exercise its rights to make a permitted  optional sinking fund
payment with respect to such series.  Such certificate  shall be irrevocable and
upon its  delivery  the Issuer  shall be  obligated  to make the cash payment or
payments therein  referred to, if any, on or before the next succeeding  sinking
fund payment date. In the

                                      -81-


<PAGE>



case of the failure of the Issuer to deliver such certificate (or to deliver the
Securities,  if any,  specified  in such  certificate  within  the  time  period
specified in Section 15.2), unless otherwise agreed by the Trustee,  the sinking
fund  payment due on the next  succeeding  sinking  fund  payment  date for such
series  shall be paid  entirely  in cash and shall be  sufficient  to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment  without the right to deliver or credit  Securities  as provided in
Section 15.2 and without the right to make any optional sinking fund payment, if
any, with respect to such series.

     Any sinking fund payment or payments  (mandatory or optional)  made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any  particular  series shall be applied by the Trustee (or
by the Issuer if the Issuer is acting as its own  Paying  Agent) on the  sinking
fund  payment  date on which such  payment is made (or, if such  payment is made
before a sinking fund payment date,  on the sinking fund payment date  following
the date of such payment) to the  redemption of Securities of such series at the
Redemption  Price  specified in such Securities with respect to the sinking fund
together with accrued interest,  if any, to the applicable  Redemption Date. Any
sinking fund moneys not so applied or allocated by the Trustee (or by the Issuer
if the Issuer is acting as its own Paying Agent) to the redemption of Securities
shall be added to the next sinking  fund payment  received by the Trustee (or if
the Issuer is acting as its own Paying  Agent,  segregated  and held in trust as
provided in Section  4.4) for such series and,  together  with such  payment (or
such amount so  segregated),  shall be applied in accordance with the provisions
of this  Section  15.3.  Any and all sinking  fund  moneys  with  respect to the
Securities  of any  particular  series  held by the Trustee (or if the Issuer is
acting as its own Paying  Agent,  segregated  and held in trust as  provided  in
Section 4.4) on the last sinking fund payment date with respect to Securities of
such series and not held for the payment or redemption of particular  Securities
of such  series  shall be applied by the Trustee (or by the Issuer if the Issuer
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated)  sufficient for the purpose,  to the payment of the
principal of the Securities of such series at Maturity.

     The Trustee  shall  select or cause to be  selected  the  Securities  to be
redeemed upon such sinking fund payment date in the manner  specified in Section
14.2 and the Issuer shall cause notice of the redemption  thereof to be given in
the manner  provided in Section 14.2 except that the notice of redemption  shall
also state that the  Securities  are being  redeemed by operation of the sinking
fund and whether the sinking fund payment is mandatory or optional,  or both, as
the case may be. Such notice having been duly given, the redemption of the

                                      -82-


<PAGE>



Securities  shall be made  upon the terms and in the  manner  stated in  Section
14.3.

     On or before each sinking fund  payment  date,  the Issuer shall pay to the
Trustee (or, if the Issuer is acting as its own Paying Agent, will segregate and
hold in trust as provided in Section  4.4) in cash a sum equal to the  principal
and any  interest  accrued to the  Redemption  Date for  Securities  or portions
thereof to be  redeemed  on such  sinking  fund  payment  date  pursuant to this
Section.

     Neither the Trustee nor the Issuer shall redeem any  Securities of a series
with sinking fund moneys or mail any notice of  redemption of Securities of such
series by operation of the sinking fund for such series  during the  continuance
of a default in payment of interest, if any, on any Securities of such series or
of any  Event  of  Default  (other  than an  Event  of  Default  occurring  as a
consequence  of this  paragraph)  with respect to the Securities of such series,
except that if the notice of  redemption  shall have been provided in accordance
with the provisions  hereof,  the Trustee (or the Issuer if the Issuer is acting
as its own Paying  Agent) shall redeem such  Securities if cash  sufficient  for
that purpose shall be deposited  with the Trustee (or  segregated by the Issuer)
for that  purpose  in  accordance  with the  terms of this  Article.  Except  as
aforesaid,  any moneys in the sinking  fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter paid into
such  sinking  fund shall,  during the  continuance  of such default or Event of
Default,  be held as security for the payment of the  Securities of such series;
provided, however, that in case such Event of Default or default shall have been
cured or waived as provided  herein,  such moneys shall thereafter be applied on
the next sinking fund  payment date for the  Securities  of such series on which
such moneys may be applied pursuant to the provisions of this Section.

                                      -83-


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed.

                                            IDACORP, INC.



                                            By /s/ Darrel Anderson
                                               ______________________
                                               Name:  Darrel Anderson
                                               Title:  Vice President - Finance
                                                         & Treasurer




                                            BANKERS TRUST COMPANY



                                            By /s/ Carol Ng
                                               ______________________
                                               Name:  Carol Ng
                                               Title:  Vice President




                                      -84-


<PAGE>


STATE OF IDAHO   )
                 )  ss.:
COUNTY OF ADA    )

     At Boise, ID, on this 28th day of February 2001, before me, a Notary Public
in and for the  County  of Ada and State of Idaho,  personally  appeared  Darrel
Anderson,  the V.P. - Finance & Treasurer,  of IDACORP,  Inc.,  to me personally
known, who executed the foregoing instrument on behalf of said corporation,  and
acknowledged  the same to be his free act and deed in his said  capacity and the
free act and deed of IDACORP, Inc.

NOTARIAL SEAL


                                              /s/ Mary Gray
                                              ----------------------------------
                                                          Notary Public

My Commission Expires:  7/17/2004



                                      -85-