<PAGE>

                                                                    Exhibit 4.13

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





                               IDAHO POWER COMPANY

                                       TO

                                   [TRUSTEE],

                                     TRUSTEE

                                    INDENTURE

                         Dated as of __________ __, 2000

                                 DEBT SECURITIES





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


<PAGE>


                               IDAHO POWER COMPANY

                                    ---------

                  *Reconciliation and tie between Trust Indenture Act of 1939,
as amended by the Trust Reform Act of 1990, and Indenture, dated as of
___________,2000.

<TABLE>
<CAPTION>
Section of the
--------------
Trust Indenture Act of 1939                        Section of Indenture
---------------------------                        --------------------
<S>                                               <C>
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
</TABLE>





--------
*        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*
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
<S>                                                                      <C>
Parties...................................................................1

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

                                   ARTICLE I.

                                   DEFINITIONS

SECTION 1.1.  Certain Terms Defined.......................................1
                Affiliate.................................................2
                Authenticating Agent......................................2
                Authorized Newspaper......................................2
                Board of Directors........................................2
                Board Resolution..........................................2
                Business Day..............................................3
                Commission................................................3
                Company...................................................3
                Company Order and Company Request.........................3
                Corporate Trust Office....................................3
                Depository................................................3
                Dollar ($)................................................3
                Exchange Act..............................................3
                Event of Default..........................................4
                GAAP......................................................4
                Global Security...........................................4
                Government Obligations....................................4
                Holder, Registered Holder and Securityholder..............4
                include...................................................4
                Indenture.................................................4
                interest..................................................5
                Interest Payment Date.....................................5
                Maturity..................................................5
                Officer...................................................5
                Officers' Certificate.....................................5
                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......................................7
                Record Date...............................................7
</TABLE>

---------------------
*        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>


<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                        <C>
              Redemption Date...............................................7
              Redemption Price..............................................7
              Registered Holder.............................................7
              Regular Record Date...........................................7
              Responsible Officer...........................................7
              Securities Act................................................7
              Securities Register...........................................7
              Securities Registrar..........................................7
              Security or Securities........................................7
              Special Record Date...........................................7
              Stated Maturity...............................................7
              Tranche.......................................................7
              Trust Indenture Act...........................................8
              Trustee.......................................................8
              Vice President................................................8

                                   ARTICLE II.

                                 SECURITY FORMS

SECTION 2.1.  Forms Generally ..............................................9
SECTION 2.2.  Form of Trustee's Certificate of
                   Authentication...........................................9
SECTION 2.3        Form of Trustee's Certificate of
                   Authentication by an Authenticating Agent...............10
SECTION 2.4.  Securities Issuable in the Form of Global
                   Securities..............................................10

                                  ARTICLE III.

                                 THE SECURITIES

SECTION 3.1.  Amount Unlimited; Issuable in Series........................13
SECTION 3.2.  Form and Denominations......................................15
SECTION 3.3.  Authentication, Dating and Delivery of
                   Securities.............................................15
SECTION 3.4.  Execution of Securities.....................................18
SECTION 3.5.  Certificate of Authentication...............................19
SECTION 3.6.  Registration, Registration of Transfer and
                   Exchange...............................................19
SECTION 3.7.  Mutilated, Destroyed, Lost and Stolen
                   Securities.............................................20
SECTION 3.8.  Payment of Interest; Interest Rights
                   Preserved..............................................21
SECTION 3.9.  Cancellation of Securities; Destruction
                   Thereof................................................22
SECTION 3.10. Temporary Securities........................................23
SECTION 3.11. Computation of Interest.....................................23
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
                                   ARTICLE IV.

                            COVENANTS OF THE Company

<S>                                                                      <C>
SECTION 4.1.  Payment of Securities.......................................25
SECTION 4.2.  Offices or Agency...........................................25
SECTION 4.3.  Appointment to Fill a Vacancy in Office of
                  Trustee.................................................26
SECTION 4.4.  Paying Agents   ............................................26
SECTION 4.5.  Maintenance of Corporate Existence..........................27
SECTION 4.6.  Certificates to Trustee.....................................27


                                   ARTICLE V.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             Company AND THE TRUSTEE

SECTION 5.1.  Company to Furnish Trustee Information as to
                   Names and Addresses of Securityholders.................28
SECTION 5.2.  Preservation and Disclosure of Securityholder
                   Lists..................................................28
SECTION 5.3.  Reports by the Company......................................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
</TABLE>


                                      -iii-
<PAGE>


<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE
<S>                                                                        <C>
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
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 Company.............................................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 Company 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 Company or Holders.......................60
SECTION 9.4.  Qualifications for Voting....................................61
SECTION 9.5.  Regulations..................................................61
SECTION 9.6.  Voting.......................................................62
</TABLE>


                                      -iv-
<PAGE>


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
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
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..................................67

                                   ARTICLE XI.

                          CONSOLIDATION, MERGER OR SALE

SECTION 11.1   When Company May Merge, Etc...................................68
SECTION 11.2   Opinion of Counsel............................................68
SECTION 11.3   Successor Corporation Substituted.............................68

                                  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 Company 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 Company Bound by
                    Indenture................................................74
SECTION 13.4.  Notices to Holders; Waiver....................................74
SECTION 13.5.  Addresses for Notices.........................................75
</TABLE>


                                       -v-
<PAGE>

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                          <C>
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

                                  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...................80

                                   ARTICLE XV.

                                  SINKING FUNDS

SECTION 15.1.  Applicability of Article......................................82
SECTION 15.2.  Satisfaction of Mandatory Sinking Fund
                    Payment with Securities..................................82
SECTION 15.3.  Redemption of Securities for Sinking Fund.....................82
</TABLE>


                                      -vi-
<PAGE>


                  INDENTURE, dated as of __________ __,2000, between IDAHO POWER
COMPANY, an Idaho corporation (herein, subject to Article XI, sometimes called
the "Company"), having its principal office at 1221 West Idaho Street, Boise,
Idaho 83702- 5627, and [TRUSTEE], a [New York banking] corporation, as Trustee
(hereinafter, subject to Article VII, called the "Trustee"), having its
principal corporate trust office at ___________________________________.

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its notes,
debentures or other evidences of its unsecured indebtedness (herein 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 Company, 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 of the Securities
or of the Securities of any series, without giving 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.

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

                  "AUTHENTICATING AGENT" means, 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 or financial journal
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; or, in the alternative, shall mean such form of
communication as may have come into general use for the dissemination of
information of import similar to that of the information specified to be
published by the provisions hereof. 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. In case, by reason of the suspension of publication of any
Authorized Publication, or for any other cause, it shall be impractical without
unreasonable expense to make publication of any notice in an Authorized
Publication as required by this Indenture, then such method of publication or
notification as shall be made with the approval of the Trustee shall be deemed
the equivalent of the required publication of such notice in an Authorized
Publication.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any committee of such Board of Directors or Officer duly
authorized to act with respect to a particular matter 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 Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.


                                       -2-
<PAGE>


                  "BUSINESS DAY", when used with respect to any Place of Payment
or any other location specified in the Securities or this Indenture, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or location are generally
authorized or obligated by law, regulation or executive order to close, except
as may be otherwise specified as contemplated by Section 3.1.

                  "COMMISSION" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, 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" means (except as otherwise provided in Section 7.13)
Idaho Power Company, an Idaho corporation, and, subject to Article XI, its
successors and assigns.

                  "COMPANY ORDER" and "COMPANY REQUEST" mean a written order or
request signed in the name of the Company by the president, any vice president
or the treasurer or controller and by any assistant treasurer, any assistant
controller, the secretary or any assistant secretary of the Company, and
delivered to the Trustee.

                  "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 ___________________________________________________________,
attention: corporate trust department.

                  "DEPOSITORY" means, with respect to the Securities of any
series or any Tranche thereof, which, in accordance with the determination of
the Company, 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 Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Company 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 or Tranche thereof means the Depository with respect to the
Securities of that series or Tranche.

                  "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.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, in each case as amended
from time to time.


                                       -3-
<PAGE>


                  "EVENT OF DEFAULT" means any event or condition
specified as such in Section 6.1.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Standards Accounting Board, and as are
applicable to the financial statements of the Company, in each case as of the
date of any computation required hereunder.

                  "GLOBAL SECURITY" means, with respect to all or any part of
any series of Securities, a Security executed by the Company 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 a Company
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 entitled to the benefit of the full
faith and credit thereof, 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
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 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


                                       -4-
<PAGE>


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, with respect to any Security,
the Stated Maturity of an installment of interest on such Security.

                  "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.

                  "OFFICER" means the Chairman of the Board, the Vice Chairman
of the Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Controller or any
Assistant Secretary of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by an
Officer and delivered to the Trustee, except as otherwise specifically set forth
herein.

                  "OPINION OF COUNSEL" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Company or who may be
other counsel reasonably satisfactory to the Trustee.

                  "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 the date of determination, 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 Company) or shall have been set aside, segregated
         and held in trust by the Company for the Holders of such Securities (if
         the Company 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


                                       -5-
<PAGE>


         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
         Company is presented that such Security is held by a person in whose
         hands such Security is a legal, valid and binding obligation of the
         Company).

                  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 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 Security 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 Security as contemplated by Section 3.1.

                  "PAYING AGENT" means any person authorized by the Company to
pay the principal of, or premium, if any, or interest, if any, on, any
Securities on behalf of the Company.

                  "PERIODIC OFFERING" means an offering of Securities of a
series from time to time any or all of the specific terms of which Securities,
which may be in one or more Tranches, including the rate or rates of interest,
if any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents from time to time subsequent to the initial request for
authentication and delivery of such Securities by the Trustee, all as
contemplated in Section 3.1.

                  The term "PERSON" means any individual, corporation, limited
liability company, partnership, limited liability partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "PLACE OF PAYMENT" means, with respect to any Security, the
place or places where the principal of, and premium, if any, and interest, if
any, on, the such Security are payable as specified pursuant to Section 3.1.


                                       -6-
<PAGE>


                  "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.

                  "RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities shall have the meaning assigned to it in Section 3.8.

                  "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".

                  "REGULAR RECORD DATE" for the Interest Payable on any Interest
Payment Date on a Security means the date specified for that purpose pursuant to
Section 3.1.

                  "RESPONSIBLE OFFICER", when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                  "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.

                  "SPECIAL RECORD DATE" for the payment of any defaulted
interest means a date fixed pursuant to Section 3.7.

                  "STATED MATURITY" means, with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).

                  "TRANCHE" means a group of Securities which (a) are of the
same series and (b) are identical except as to principal amount and/or date of
issuance.


                                       -7-
<PAGE>


                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"TRUST INDENTURE ACT" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "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.

                  "VICE PRESIDENT" means any vice president, whether or not
designated by a number or a word or words added before or after the title "vice
president".


                                       -8-
<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 Company 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 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 to the rules of any securities exchange or automated quotation system on
which such Securities are listed or quoted and (with respect to Global
Securities) 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


                                       -9-
<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 Company 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 Company shall execute, and the Trustee shall,
in accordance with Section 3.3 and the Company Order delivered to the Trustee
thereunder, authenticate and make available for delivery, one or more Global
Securities, each of 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 such Global Security, (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)
if required by the Depository, shall bear a legend reflecting the Depository's
interest in such Global Security.

                  (b) Notwithstanding any provision of Section 3.6, any Global
Security thereof may be transferred, in whole but not in part, and in the manner
provided in Section 3.6, only to another nominee of the Depository for such
series or Tranche, or to a successor Depository for such series selected or
approved by the Company or to a nominee of such successor Depository.

                  (c) If at any time the Depository for Securities of a series
or Tranche thereof notifies the Company that it is unwilling or unable to
continue as Depository for Securities of such series or Tranche or if at any
time the Depository shall no longer be registered or in good standing under the
Exchange Act, or other applicable statute or regulation, and a successor
Depository is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such


                                      -10-
<PAGE>


condition, as the case may be, this Section shall no longer be applicable to the
Securities of such series or Tranche and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Securities of such series or Tranche, will authenticate and make
available for delivery, Securities of such series or Tranche, 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 or
Tranche in exchange for such Global Security or Global Securities.

                  The Company may at any time determine that Securities of any
series or Tranche thereof 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 or Tranche. In such event the Company will execute and
the Trustee, upon receipt of a Company Order for the authentication and delivery
of individual Securities of such series or Tranche, will authenticate and make
available for delivery Securities of such series or Tranche, 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 or
Tranche in exchange for such Global Security.

                  If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities or Tranche thereof, the Depository for such
series or Tranche may surrender a Global Security for such series or Tranche in
exchange in whole or in part for individual Securities of such series or Tranche
on such terms as are acceptable to the Company and such Depository. Thereupon,
the Company 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 or Tranche, of any
         authorized denomination as requested by such person in aggregate
         principal amount equal to and in exchange for such persons' 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 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 Company will execute and the Trustee will
authenticate and make available for delivery individual Securities in registered
form in authorized denominations.


                                      -11-
<PAGE>


                  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 shall instruct the Trustee. The Trustee
shall make such Securities available for delivery to the persons in whose names
such Securities are so registered.


                                      -12-
<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, and set forth in an Officer's Certificate, or established in
one or more indentures supplemental hereto prior to the issuance of Securities
of a series:

                  (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, any
         Overdue Rate (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
         Regular Record Date, if other than as set forth in Section 3.8, for the
         determination of Holders to whom interest is payable;


                                      -13-
<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 Company, pursuant to any sinking
         fund or otherwise;

                  (9) the obligation, if any, of the Company 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) in case the Securities of the series do not bear
         interest, the applicable dates for the purpose of clause (a) of Section
         5.1;

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

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

                  (17) 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;


                                      -14-
<PAGE>


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

                  (19) 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;

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

                  (21) if other than U.S. dollars, the currency or currencies or
         units based on or related to currencies in which the Securities of such
         series shall be denominated and in which payments or principal of, and
         any premium and interest on, such Securities shall or may be payable;

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

                  With respect to Securities of a Series subject to a Periodic
Offering, 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
Company 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.

                  Anything herein to the contrary notwithstanding, the Trustee
shall be under no obligation to authenticate and deliver Securities of any
series the terms of which, established as contemplated by this Section, would
affect the rights, duties, obligations, liabilities or immunities of the Trustee
under this Indenture.

                  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 Company may deliver Securities of any series,
executed by the Company,


                                      -15-
<PAGE>


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 a Company
Order, without any further action by the Company; PROVIDED, HOWEVER, that the
Trustee shall authenticate and make available for delivery Securities of such
series for original issue from time to time 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 a
Company 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 Company Order and procedures. If provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral
instructions from the Company 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 Officer's Certificate or an executed supplemental
         indenture setting forth the terms of such Securities as provided in
         Section 3.1;

                  (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 duly authorized by the Company and have been
                  established in conformity with the provisions of this
                  Indenture;

                           (b) that such Securities, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute valid and binding obligations of
                  the Company enforceable in


                                      -16-
<PAGE>


                  accordance with their terms, except to the extent
                  enforceability may be limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium and other similar laws
                  affecting the enforcement of creditors' rights generally and
                  by general principles of equity, (regardless of whether
                  enforceability is considered in a proceeding in equity or at
                  law); and

                           (c) that no consent, approval, authorization, order,
                  registration or qualification of or with any court or any
                  governmental agency or body having jurisdiction over the
                  Company is required for the execution and delivery of such
                  Securities by the Company, except such as have been obtained
                  (and except that no opinion need be expressed as to state
                  securities or "blue sky" laws);

                  Notwithstanding the provisions of Section 3.1 and of the
immediately preceding paragraph, with respect to Securities of a series subject
to a Periodic Offering, the Trustee shall be entitled to receive the Officer's
Certificate otherwise required pursuant to Section 3.3(3) and the Opinion of
Counsel required by Section 3.3(4) only once at or prior to the time of the
first authentication and delivery of such Securities (provided that such Opinion
of Counsel addresses the authentication and delivery of all such Securities) and
that, in lieu of the opinions described in clauses (b) and (c) above, Counsel
may opine that:

                           (x) when the terms of such Securities shall have been
                  established pursuant to a Company Order or Orders or pursuant
                  to such procedures as may be specified from time to time by a
                  Company Order or Orders, all as contemplated by and in
                  accordance with the instrument or instruments delivered
                  pursuant to clause (a) above, such terms will have been duly
                  authorized by the Company and will have been established in
                  conformity with the provisions of this Indenture; and

                           (y) when such Securities shall have been
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and the Company Order or Orders or the
                  specified procedures referred to in paragraph (x) above and
                  issued and delivered by the Company in the manner and subject
                  to any conditions specified in such Opinion of Counsel, such
                  Securities will constitute valid obligations of the Company
                  enforceable in accordance with their terms except to the
                  extent enforceability may be limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium and other similar laws
                  affecting the enforcement of creditors rights generally and by
                  the effect of general principles of equity (regardless of
                  whether


                                      -17-

<PAGE>


                  enforceability is considered in a proceeding in equity
                  or at law).

                  With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the forms and terms thereof, the validity
thereof and the compliance of the authentication and delivery thereof with the
terms and conditions of this Indenture, upon the Opinion or Opinions of Counsel,
the Officer's Certificate and the certificates and other documents delivered
pursuant to this Section 3.3 at or prior to the time of the first authentication
and delivery of Securities of such series until any of such opinions,
certificates or other documents have been superseded or revoked or expire by
their terms; PROVIDED, HOWEVER, that any request by the Company to the Trustee
to authenticate and deliver Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request
the statements made in the most recent Officer's Certificate delivered pursuant
to Section 3.3(3) are true and correct 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
Company, 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
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 Company 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 Company 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 Company 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


                                      -18-
<PAGE>


Company, 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 Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the original execution of such
Security, shall be the proper officers of the Company, 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 Company 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.

                  The Company 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 Company 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 Company shall execute and the Trustee or any Authenticating Agent
shall authenticate and make available for delivery in the name of transferee or
transferees


                                      -19-
<PAGE>


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 Company or the
Securities Registrar) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company 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
Company, 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 Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.10, 10.6, or 14.3 not involving any
transfer.

                  The Company 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.

                  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
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall, except as otherwise provided in this
Section, execute, and upon an Company 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 Company and to the Trustee and any agent of the Company 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 Company


                                      -20-
<PAGE>


and the Trustee and any agent of the Company 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 Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee 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 Company 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 Company and to the Trustee and any agent of
the Company 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 Company and the Trustee and any agent of
the Company 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 Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone and shall be entitled to all the benefits of
(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 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 the Regular 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 Regular Record Date and prior to such Interest Payment Date,
and, if provided for in the


                                      -21-
<PAGE>


Board Resolution pursuant to Section 3.1, in the case of a Security issued
between a Regular Record Date and the initial Interest Payment Date relating to
such Regular 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 "Regular 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 Company,
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 Company 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 Company at its election in each
case, as provided in clause (1) or (2) below:

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

                  (2) The Company may make payment of any defaulted interest on
         the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         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 Company
         to the Trustee of the proposed payment pursuant to this clause, such
         manner of payment shall be deemed practicable by the Trustee.

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

                  SECTION 3.9.  CANCELLATION OF SECURITIES; DESTRUCTION
THEREOF.  All Securities surrendered for payment, redemption,


                                      -22-
<PAGE>


registration of transfer or exchange, or for credit against any payment in
respect of a sinking or analogous fund, shall, if surrendered to the Company 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 Company in a company order, destroy such cancelled
Securities and deliver certification of their destruction to the Company. If the
Company 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 Company of definitive Securities of any series, the Company 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 Company
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 Company 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
Company 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 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 Company at its
own expense and without any charge therefor except that in case of any such
exchange involving any registration of transfer the Company 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


                                      -23-
<PAGE>


series shall be computed on the basis of a 360-day year of twelve 30-day months.


                                      -24-
<PAGE>


                                   ARTICLE IV.

                            COVENANTS OF THE Company

                  The Company covenants and agrees for the benefit of each
series of Securities (except to the extent that any series of 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 Company 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.

                  SECTION 4.2. OFFICES OR AGENCY. So long as any of the
Securities remain Outstanding, the Company will maintain in the Borough of
Manhattan, The City of New York, New York, an office or agency where such
Securities may be presented or surrendered for payment, where such Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of such Securities 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 Company 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 Company 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 Company hereby appoints the Trustee and any Authenticating Agent
appointed hereunder its agents to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside The City of New York) where the
Securities of one or more series, or any Tranche thereof 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 Company of its obligation to maintain for such
purposes an office or agency in the Borough of Manhattan, The City of New York.
The Company will promptly


                                      -25-
<PAGE>


notify the Trustee of any such designation or rescission thereof.

                  SECTION 4.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF
TRUSTEE. The Company, 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 Company shall appoint
a Paying Agent other than the Trustee with respect to the Securities of any
series or Tranche thereof, 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 or Tranche (whether
         such sums have been paid to it by the Company 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 Tranche, or of the Trustee,

                  (b) that it will give the Trustee notice of any failure by the
         Company (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 or Tranche thereof 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 Company shall act as its own Paying Agent with respect
to the Securities of any series or Tranche thereof, 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 or Tranche, set aside, segregate and hold in trust for
the benefit of the Holders of the Securities of such series or Tranche a sum
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due. The Company will promptly notify the Trustee of any failure to
take such action.

                  Whenever the Company shall have one or more Paying Agents with
respect to the Securities of any series or Tranche thereof, 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 or Tranche thereof, deposit with a designated
Paying Agent for such series or Tranche a sum sufficient to pay


                                      -26-
<PAGE>


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 Company 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
Company may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series or Tranches 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 Company 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 Company
will preserve its corporate existence, but this covenant shall not require the
Company to continue its corporate existence in the event of a consolidation or
merger of the Company with or into any other corporation in accordance with
Article XI as a result of which the Company shall lose its corporate identity,
or in the event of a sale, transfer or lease of the property of the Company as
an entirety or substantially as an entirety in accordance with Article XI.

                  SECTION 4.6. CERTIFICATES TO TRUSTEE. The Company will, on or
before May 1 in each year, commencing with the year 2001, 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, 2000 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 Company
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 Company 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.


                                      -27-
<PAGE>


                                   ARTICLE V.

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             Company AND THE TRUSTEE

                  SECTION 5.1. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO
NAMES AND ADDRESSES OF SECURITYHOLDERS. The Company 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 later than June 30 and December 31 in
         each year, and at such other times as the Trustee may request in
         writing, as of a date no more than 15 days prior to the date such
         information is so furnished;

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 received by it pursuant to Section 5.1 and similar
information received by it in any other capacity under this Indenture and afford
Holders access to the information preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act.

                  (b) Each and every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any 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 (a) 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 (a).

                  SECTION 5.3. REPORTS BY THE COMPANY. The Company covenants:

                  (a) to file with the Trustee, within 15 days after the Company
         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 Company 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
         Company is not required to file information, documents or reports
         pursuant to either


                                      -28-
<PAGE>


         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 Company 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
         Company 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


                                      -29-
<PAGE>


         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 Company (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);

                    (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:


                                      -30-
<PAGE>


                  (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.

                  (d) A copy of each such report shall, at the time of such
transmission to the Securityholders of any series, be furnished to the Company
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 Company agrees to
notify the Trustee 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 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

                  (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 any of the Securities of such
         series; or

                  (d) default in the performance or observance of any other
         covenant or agreement of the Company 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 Company by the Trustee, or to the Company 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 Company 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 Company 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 Company 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 Company 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 Company (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
Company (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 Company 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


                                      -34-
<PAGE>


remedied as provided herein -- then and in every such case the 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 Company
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 Company 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 Company 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


                                      -35-
<PAGE>



any further amounts payable to the Trustee, its agents and counsel pursuant to
the provisions of Section 7.6.

                  In case the Company 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 Company 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 Company 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 Company 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 Company 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.


                                      -36-
<PAGE>


                  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 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


                                      -37-
<PAGE>


         such series, such payments to be made ratably to the persons entitled
         thereto, without discrimination or preference;

                  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
         Company 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 Company 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


                                      -38-
<PAGE>


Company, the Trustee and the Holders shall continue as though no such
proceedings had been taken.

                  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 Company,
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


                                      -39-
<PAGE>


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, 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


                                      -40-
<PAGE>


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.

                  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 Company, 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


                                      -41-
<PAGE>


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 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 Company
         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 Company;

                  (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 Company or, if paid by the Trustee
         or any predecessor Trustee, shall be repaid by the Company 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 Company, 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 Company 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 Company 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
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not


                                      -45-
<PAGE>


the 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 Company covenants and agrees to pay the Trustee from time
to time, and the Trustee shall be entitled to such compensation as the Company
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 Company 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 Company 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 Company 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


                                      -46-
<PAGE>


shall deem it necessary or desirable that a matter be proved or 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


                                      -47-
<PAGE>


of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee 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 Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company 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
Company 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 Company 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 Company 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 Company 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 Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, 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.

                   (iv) 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 Company the evidence provided for in
Section 8.1 of the action in that regard taken by the Securityholders.

                    (v) 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 Company 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 Company 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 Company 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


                                      -49-
<PAGE>


such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.6.

                  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 Company 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 Company 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 Company.

                  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
COMPANY. (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
Company or any other obligor of the Securities within three months prior to


                                      -50-
<PAGE>


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 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 Company 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 Company
         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 Company 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 Company) 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
         Company 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


                                      -51-
<PAGE>


         reasonable cause to believe that a default as defined by subsection (c)
         of this Section would occur within three months; or

                  (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
Company 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 Company 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 Company 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


                                      -52-
<PAGE>


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 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;


                                      -53-
<PAGE>


                  (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;

                  (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 Company; 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 Company 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 Company 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 Company arising from the making,


                                      -54-
<PAGE>


         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation; and

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

                  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 Company
Request, there shall be an authenticating agent (the "Authenticating Agent")
appointed, for such period as the Company 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 Company. 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 Company. 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


                                      -55-
<PAGE>


eligible in accordance with the provisions of this Section 7.14, the Trustee
shall upon Company Request appoint a successor Authenticating Agent, and the
Company 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 and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein. The Company 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 Company 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 Company, the
Trustee and any agent of the Company 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 Company, the Trustee nor any agent of
the Company 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 Company, the Trustee or any agent of the Company
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. Not withstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or
the Trustee or any agent of the Company 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 COMPANY 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 Company 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 Company 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
Company 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 Company 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 Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Company 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 Company, 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 Company 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 COMPANY OR HOLDERS. In case
at any time the Company, 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 Company 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 Company 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 Company or by Holders of Securities as provided in Section 9.3, in which
case the Company 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 Company 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 Company, 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
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         under this Indenture and the Securities;

                  (c) to add to the covenants of the Company 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 or Tranche thereof, 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 Company 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 Company, 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 Company 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 Company without consent of the Holder of each Security of
such series so affected.

                  Upon the request of the Company, 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 Company in the execution of such supplemental indenture
unless such supplemental indenture adversely affects the Trustee's own rights,
duties or immunities


                                      -65-
<PAGE>


under this Indenture or otherwise, 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 Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 10.2, the Company 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 Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  SECTION 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 Company 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.


                                      -66-
<PAGE>


                  SECTION 10.6. NOTATION ON SECURITIES IN RESPECT OF
SUPPLEMENTAL INDENTURES. Securities of any series affected by 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 Company and the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, 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 WHEN COMPANY MAY MERGE, ETC. The Company shall
not consolidate with, or merge with or into any other corporation (whether or
not the Company shall be the surviving corporation), or sell, assign, transfer
or lease all or substantially all of its properties and assets as an entirety or
substantially as an entirety to any Person or group of affiliated Persons, in
one transaction or a series of related transactions, unless:

                  (1) either the Company shall be the continuing Person or the
         Person (if other than the Company) formed by such consolidation or with
         which or into which the Company is merged or the Person (or group of
         affiliated Persons) to which all or substantially all the properties
         and assets of the Company as an entirety or substantially as an
         entirety are sold, assigned, transferred or leased shall be a
         corporation (or constitute corporations) organized and existing under
         the laws of the United States of America or any State thereof or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of the Company under
         the Securities and this Indenture; and

                  (2) immediately before and after giving effect to such
         transaction or series of related transactions, no Event of Default
         shall have occurred and be continuing.

                  SECTION 11.2 OPINION OF COUNSEL. The Company shall deliver to
the Trustee prior to the proposed transaction(s) covered by Section 11.1 an
Officer's Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

                  SECTION 11.3 SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any lease, sale, assignment, or transfer of all or substantially
all of the property and assets of the Company in accordance with Section 11.1,
the successor corporation formed by such consolidation or into which the Company
is merged or the successor corporation or affiliated group of corporations to
which such lease, sale, assignment, or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation or
corporations had been named as the Company herein, and thereafter, except in the
case


                                      -68-
<PAGE>


of a lease, the predecessor corporation or corporations shall be relieved of all
obligations and covenants under this Indenture and the Securities and in the
event of such conveyance or transfer, except in the case of a lease, any such
predecessor corporation may be dissolved and liquidated.


                                      -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(15), the Company 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 Company and upon Company 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 Company and thereafter
                  repaid to the Company 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 Company 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 Company 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 Company 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 Company 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 Company 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 Company; PROVIDED, HOWEVER, that
the Company 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 Company
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 Company upon Company Request.

                  SECTION 12.2. SATISFACTION AND DISCHARGE OF INDENTURE. Upon
compliance by the Company 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 Company 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 Company Request and receipt of an Opinion of Counsel and an
Officers' Certificate (and at the expense of the Company), 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 Company 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 Company 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 Company 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 Company 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 Company.

                  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 Company, 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 Company by the Trustee on demand; and the Holder of any of such
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof; PROVIDED, HOWEVER, that the Company or the
Trustee, before making any such repayment, shall at the expense of the Company
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 Company.

                  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 COMPANY 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 Company or of any successor, either
directly or through the Company 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 COMPANY BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company 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
Company may be given or served by registered mail addressed (until another
address is filed by the Company with the Trustee) as follows: Idaho Power
Company, ________________, Attention: ____________ (with a concurrent copy to
the General Counsel). Any notice, direction, request or demand by the Company 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
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company 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
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows 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 Company, upon the certificate, statement or opinion of or
representations by an officer or officers of the Company, 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
Company 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 Company, 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 any Interest
Payment Date, Redemption Date or Stated Maturity of any Security shall not be a
Business Day in any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities, other than a provision in Securities of
any series, or any Tranche thereof, or in the indenture supplemental hereto,
Board Resolution or Officer's Certificate that establishes the terms of the
Securities of such series or Tranche, which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
and premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at


                                      -76-
<PAGE>


the Stated Maturity, and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, to such Business Day.

                  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 each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes this Indenture shall be construed in accordance with the laws
of said State applicable to contracts made and to be wholly performed within
said State.

                  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 Company 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 Company 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.

              Unless otherwise provided as to a particular series of Securities
or any Tranche thereof, if at the time of publication or mailing of any notice
of redemption the Company shall not have deposited with the Trustee or Paying
Agent and/or irrevocably directed the Trustee or Paying Agent to apply, from
money held by it available to be used for the redemption of Securities, an
amount in cash sufficient to redeem all of the


                                      -78-
<PAGE>


Securities called for redemption, including accrued interest, if any, to the
Redemption Date, such notice shall state that it is subject to the receipt of
the redemption moneys by the Trustee or Paying Agent before the Redemption Date
(unless such redemption is mandatory) and such notice shall be of no effect
unless such moneys are so received before such date.

              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 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 Company 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 Company 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 any series, or any Tranche
thereof, are to be redeemed, and if at the time the Company shall have given
notice of redemption to the Trustee in accordance with Section 14.2, there shall
not be on file with the Trustee and in effect a Holders' Redemption Agreement,
as hereinafter defined, the particular Securities to be redeemed shall be
selected by the Trustee, from the Outstanding Securities of such series or
Tranche not previously called for redemption, substantially pro rata, by lot or
by any other method the Trustee considers fair and appropriate and that complies
with the requirements of the principal national securities exchange, if any, on
which such Securities are listed, and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or Tranche or any integral multiple thereof) of the
principal amount of Securities of such series or Tranche of a denomination
larger than the minimum authorized denomination for Securities of that series or
Tranche; provided that in case the Securities of such series or Tranche have


                                      -79-
<PAGE>


different terms and maturities, the Securities to be redeemed shall be selected
by the Company and the Company shall give notice thereof to the Trustee;
provided, however, that if, as indicated in an Officer's Certificate, the
Company shall have offered to purchase all or any principal amount of the
Securities then Outstanding of any series, or any Tranche thereof, and fewer
than all of such Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

              If at the time the Company shall have given notice of redemption
to the Trustee in accordance with Section 14.2, there shall be on file with the
Trustee and in effect a Holders' Redemption Agreement, as hereinafter defined,
then the Trustee shall select, in accordance with the provisions of said
Holders' Redemption Agreement, the Securities or parts thereof to be redeemed.

              For the purposes of this Indenture, the term "Holders' Redemption
Agreement' shall mean an agreement, reasonably satisfactory to the Trustee,
executed as provided in this Section, which provides for the method to be
followed by the Trustee in selecting Securities or parts of Securities for
redemption out of any funds held by the Trustee to be applied to such
redemption. A Holder's Redemption Agreement may be made with respect to a single
series of Securities, or Tranche thereof, in which case it shall be executed by
or on behalf of the Holders of all Outstanding Securities of such series or
Tranche, or it may be made with respect to all Outstanding Securities in which
case it shall be executed by or on behalf of the Holders of all Securities
Outstanding hereunder.

                  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 and the Company has
deposited, on or before the Redemption Date, with the Trustee (and/or having
irrevocably directed the Trustee to apply, from money held by it available to be
used for the redemption of Securities) an amount in cash sufficient to redeem
all of the Securities to be redeemed, 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 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


                                      -80-
<PAGE>


Payment in such notice specified, such Securities or the specified portions
thereof shall be paid and redeemed by the Company 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.

                  Upon presentation of any Security redeemed in part only, the
Company 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
Company, a new Security or Securities of such series, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.


                                      -81-
<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 Company 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 Company, 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 a company order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally
issued by the Company 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 Company will deliver to the Trustee a certificate signed by a
Vice President, the Treasurer or any Assistant Treasurer of the Company
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 Company 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 Company 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


                                      -82-
<PAGE>


case of the failure of the Company 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 Company if the Company 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 Company if the Company 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 Company 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 Company 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 Company if the Company 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 Company 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


                                      -83-
<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 Company shall
pay to the Trustee (or, if the Company 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 Company 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
Company if the Company 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 Company) 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.


                                      -84-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested.

                                                     IDAHO POWER COMPANY

                                                     By ______________________
                                                        Name:
                                                        Title:

                                                                [Seal]

                                                     Attest:

                                                     ______________________
                                                     Name:
                                                     Title:

                                                     [Trustee]

                                                     By ______________________
                                                        Name:
                                                        Title:

                                                                [Seal]

                                                     Attest:

                                                     ______________________
                                                     Name:
                                                     Title:


                                      -85-
<PAGE>


STATE OF _______________                    )
                                            )  ss.
COUNTY OF ______________                    )

                  At ____________________, on this ____ day of ________ 2000,
before me, a Notary Public in and for the County of ______________ and State of
______________, personally appeared ______________________________ and
_____________________, the ___________________ and ___________, respectively, of
Idaho Power Company, each to me personally known, who respectively executed, and
affixed and attested the corporate seal on, the foregoing instrument on behalf
of said corporation, and severally acknowledged the same to be their free act
and deed in their said capacities and the free act and deed of Idaho Power
Company.

                                                       NOTARIAL SEAL

                                             ----------------------------------
                                                       Notary Public

My Commission Expires:

STATE OF NEW YORK                   )
                                    )  ss.
NEW YORK COUNTY                     )

                  At The City of New York, on this ____ day of _________,2000
before me, a Notary Public in and for the County and State of New York,
personally appeared _________________________ and ____________________, the
_____________________ and __________________, respectively, of [trustee] ___, to
me personally known, who respectively executed, and affixed and attested the
corporate seal on, the foregoing instrument on behalf of said corporation, and
severally acknowledged the same to be their free act and deed in their said
capacities and the free act and deed of [Trustee}.

                                                      NOTARIAL SEAL

                                             ----------------------------------
                                                      Notary Public

My Commission Expires:


                                      -86-