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                                                                     EXHIBIT 4.1



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


                             PPL ENERGY SUPPLY, LLC,

                                     ISSUER

                                       TO

                            THE CHASE MANHATTAN BANK,

                                   AS TRUSTEE

                                    ---------


                                    INDENTURE

                           DATED AS OF OCTOBER 1, 2001

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


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                                TABLE OF CONTENTS

PARTIES ...................................................................... 1
RECITAL ...................................................................... 1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   SECTION 101.  Definitions ................................................. 1
      Act .................................................................... 2
      Affiliate .............................................................. 2
      Authenticating Agent ................................................... 2
      Authorized Officer ..................................................... 2
      Board of Directors ..................................................... 2
      Board Resolution ....................................................... 2
      Business Day ........................................................... 2
      Commission ............................................................. 2
      Company ................................................................ 2

      Company Order or Company Request ....................................... 3
      Corporate Trust Office ................................................. 3
      corporation ............................................................ 3
      Defaulted Interest ..................................................... 3
      Discount Security ...................................................... 3
      Dollar or $ ............................................................ 3
      Eligible Obligations ................................................... 3
      Event of Default ....................................................... 3
      Exchange Act ........................................................... 3
      Government Obligations ................................................. 3
      Holder ................................................................. 4
      Indenture .............................................................. 4
      interest ............................................................... 4

      Interest Payment Date .................................................. 4
      Maturity ............................................................... 4
      Notice of Default ...................................................... 4
      Officer's Certificate .................................................. 4
      Opinion of Counsel ..................................................... 4
      Outstanding ............................................................ 4
      Paying Agent ........................................................... 6
      Periodic Offering ...................................................... 6
      Person ................................................................. 6
      Place of Payment ....................................................... 6
      Predecessor Security                                                     6
      Redemption Date ........................................................ 6
      Redemption Price ....................................................... 6
      Regular Record Date .................................................... 6
      Required Currency ...................................................... 6
      Responsible Officer .................................................... 6


                                        i

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      Securities ............................................................. 7

      Security Register and Security Registrar ............................... 7
      Special Record Date .................................................... 7
      Stated Interest Rate ................................................... 7
      Stated Maturity ........................................................ 7
      Tranche ................................................................ 7
      Trustee ................................................................ 7

      Trust Indenture Act .................................................... 7
      United States .......................................................... 7
   SECTION 102.  Compliance Certificates and Opinions ........................ 8
   SECTION 103.  Form of Documents Delivered to Trustee ...................... 8
   SECTION 104.  Acts of Holders ............................................. 9
   SECTION 105.  Notices, Etc. to Trustee or Company ........................ 11
   SECTION 106.  Notice to Holders of Securities; Waiver .................... 12
   SECTION 107.  Conflict with Trust Indenture Act .......................... 12
   SECTION 108.  Effect of Headings and Table of Contents ................... 12
   SECTION 109.  Successors and Assigns ..................................... 12
   SECTION 110.  Separability Clause ........................................ 13
   SECTION 111.  Benefits of Indenture ...................................... 13
   SECTION 112.  Governing Law .............................................. 13
   SECTION 113.  Legal Holidays ............................................. 13

                                   ARTICLE TWO

                                 SECURITY FORMS

   SECTION 201.  Forms Generally ............................................ 13
   SECTION 202.  Form of Trustee's Certificate of Authentication ............ 14

                                  ARTICLE THREE

                                 THE SECURITIES

   SECTION 301.  Amount Unlimited; Issuable in Series ....................... 14
   SECTION 302.  Denominations .............................................. 18
   SECTION 303.  Execution, Authentication, Delivery and Dating ............. 18
   SECTION 304.  Temporary Securities ....................................... 20
   SECTION 305.  Registration, Registration of Transfer and Exchange ........ 21
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities ........... 22
   SECTION 307.  Payment of Interest; Interest Rights Preserved ............. 23
   SECTION 308.  Persons Deemed Owners ...................................... 24
   SECTION 309.  Cancellation ............................................... 24
   SECTION 310.  Computation of Interest .................................... 24
   SECTION 311.  Payment to Be in Proper Currency ........................... 24
   SECTION 312.  Extension of Interest Payment .............................. 25


                                       ii

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                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

   SECTION 401.  Applicability of Article ................................... 25
   SECTION 402.  Election to Redeem; Notice to Trustee ...................... 25
   SECTION 403.  Selection of Securities to Be Redeemed ..................... 26
   SECTION 404.  Notice of Redemption ....................................... 26
   SECTION 405.  Securities Payable on Redemption Date ...................... 27
   SECTION 406.  Securities Redeemed in Part ................................ 28

                                  ARTICLE FIVE

                                  SINKING FUNDS

   SECTION 501.  Applicability of Article ................................... 28
   SECTION 502.  Satisfaction of Sinking Fund Payments with Securities ...... 28
   SECTION 503.  Redemption of Securities for Sinking Fund .................. 29

                                   ARTICLE SIX

                                    COVENANTS

   SECTION 601.  Payment of Principal, Premium and Interest ................. 29
   SECTION 602.  Maintenance of Office or Agency ............................ 29
   SECTION 603.  Money for Securities Payments to Be Held in Trust .......... 30
   SECTION 604.  Existence as a Limited Liability Company ................... 31
   SECTION 605.  Annual Officer's Certificate ............................... 32
   SECTION 606.  Waiver of Certain Covenants ................................ 32

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

   SECTION 701.  Satisfaction and Discharge of Securities ................... 32
   SECTION 702.  Satisfaction and Discharge of Indenture .................... 34
   SECTION 703.  Application of Trust Money ................................. 35

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

   SECTION 801.  Events of Default .......................................... 36
   SECTION 802.  Acceleration of Maturity; Rescission and Annulment ......... 37
   SECTION 803.  Collection of Indebtedness and Suits for Enforcement
                 by Trustee ................................................. 38
   SECTION 804.  Trustee May File Proofs of Claim ........................... 39
   SECTION 805.  Trustee May Enforce Claims Without Possession of
                 Securities ................................................. 39
   SECTION 806.  Application of Money Collected ............................. 39
   SECTION 807.  Limitation on Suits ........................................ 40



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   SECTION 808.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest ....................................... 41
   SECTION 809.  Restoration of Rights and Remedies ......................... 41
   SECTION 810.  Rights and Remedies Cumulative ............................. 41
   SECTION 811.  Delay or Omission Not Waiver ............................... 41
   SECTION 812.  Control by Holders of Securities ........................... 41
   SECTION 813.  Waiver of Past Defaults .................................... 42
   SECTION 814.  Undertaking for Costs ...................................... 42
   SECTION 815.  Waiver of Usury, Stay or Extension Laws .................... 42

                                  ARTICLE NINE

                                   THE TRUSTEE

   SECTION 901.  Certain Duties and Responsibilities ........................ 43
   SECTION 902.  Notice of Defaults ......................................... 44
   SECTION 903.  Certain Rights of Trustee .................................. 44
   SECTION 904.  Not Responsible for Recitals or Issuance of Securities ..... 45
   SECTION 905.  May Hold Securities ........................................ 45
   SECTION 906.  Money Held in Trust ........................................ 46
   SECTION 907.  Compensation and Reimbursement ............................. 46
   SECTION 908.  Disqualification; Conflicting Interests .................... 46
   SECTION 909.  Corporate Trustee Required; Eligibility .................... 46
   SECTION 910.  Resignation and Removal; Appointment of Successor .......... 47
   SECTION 911.  Acceptance of Appointment by Successor ..................... 49
   SECTION 912.  Merger, Conversion, Consolidation or Succession to Business  50
   SECTION 913.  Preferential Collection of Claims Against Company .......... 50
   SECTION 914.  Appointment of Authenticating Agent ........................ 50
   SECTION 915.  Co-trustee and Separate Trustees ........................... 52

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

   SECTION 1001.  Lists of Holders .......................................... 53
   SECTION 1002.  Reports by Trustee and Company ............................ 53

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

   SECTION 1101.  Company May Consolidate, Etc., Only on Certain Terms ...... 54
   SECTION 1102.  Successor Person Substituted .............................. 54
   SECTION 1103.  Limitations ............................................... 54



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                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

   SECTION 1201.  Supplemental Indentures Without Consent of Holders ........ 55
   SECTION 1202.  Supplemental Indentures With Consent of Holders ........... 57
   SECTION 1203.  Execution of Supplemental Indentures ...................... 58
   SECTION 1204.  Effect of Supplemental Indentures ......................... 58
   SECTION 1205.  Conformity With Trust Indenture Act ....................... 58
   SECTION 1206.  Reference in Securities to Supplemental Indentures ........ 58
   SECTION 1207.  Modification Without Supplemental Indenture ............... 59

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

   SECTION 1301.  Purposes for Which Meetings May Be Called ................. 59
   SECTION 1302.  Call, Notice and Place of Meetings ........................ 59
   SECTION 1303.  Persons Entitled to Vote at Meetings ...................... 60
   SECTION 1304.  Quorum; Action ............................................ 60
   SECTION 1305.  Attendance at Meetings; Determination of Voting Rights; ... 61
   SECTION 1306.  Counting Votes and Recording Action of Meetings ........... 62
   SECTION 1307.  Action Without Meeting .................................... 62

                                ARTICLE FOURTEEN

              IMMUNITY OF MEMBERS, OFFICERS, DIRECTORS AND MANAGERS

   SECTION 1401.  Liability Limited ......................................... 62

Testimonium ................................................................. 67

Signatures and Seals ........................................................ 67


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                             PPL ENERGY SUPPLY, LLC

           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of October 1, 2001

Trust Indenture Act Section .............................  Indenture Section

ss.310 (a)(1) ...........................................  909
       (a)(2) ...........................................  909
       (a)(3) ...........................................  915
       (a)(4) ...........................................  Not Applicable
       (b) ..............................................  908
                                                           910

ss.311 (a) ..............................................  913
       (b) ..............................................  913
       (c) ..............................................  Not Applicable
ss.312 (a) ..............................................  1001

       (b) ..............................................  1001
       (c) ..............................................  1001
ss.313 (a) ..............................................  1002
       (b)(1) ...........................................  Not Applicable

       (b)(2) ...........................................  1002
       (c) ..............................................  1002
       (d) ..............................................  1002
ss.314 (a) ..............................................  1002
       (a)(4) ...........................................  605
       (b) ..............................................  Not Applicable
       (c)(1) ...........................................  102
       (c)(2) ...........................................  102
       (c)(3) ...........................................  Not Applicable
       (d) ..............................................  Not Applicable
       (e) ..............................................  102

ss.315 (a) ..............................................  901(a)
       (b) ..............................................  902
       (c) ..............................................  901(b)
       (d) ..............................................  901(c)
       (d)(1) ...........................................  901(a)(1), 901(c)(1)
       (d)(2) ...........................................  901(c)(2)
       (d)(3) ...........................................  901(c)(3)
       (e) ..............................................  814
ss.316 (a) ..............................................  812
                                                           813

       (a)(1)(A) ........................................  802
                                                           812

       (a)(1)(B) ........................................  813
       (a)(2) ...........................................  Not Applicable
       (b) ..............................................  808
ss.317 (a)(1) ...........................................  803
       (a)(2) ...........................................  804
       (b) ..............................................  603
ss.318 (a) ..............................................  107


                                       vi

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          INDENTURE, dated as of October 1, 2001 between PPL ENERGY SUPPLY, LLC,
a limited liability company duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
Two North Ninth Street, Allentown, Pennsylvania 18101, and THE CHASE MANHATTAN
BANK, a New York banking corporation, having its principal corporate trust
office at 450 West 33rd Street, New York, New York 10001, as Trustee (herein
called the "Trustee").

                                     RECITAL

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as contemplated herein; and
all acts necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been performed.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

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

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

               (b) all terms used herein without definition which are defined in
          the Trust Indenture Act, either directly or by reference therein, have
          the meanings assigned to them therein;

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

               (d) any reference to an "Article" or a "Section" refers to an
          Article or a Section, as the case may be, of this Indenture; and


<PAGE>

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


          Certain terms, used principally in Article Nine, are defined in that
Article.

          "ACT", when used with respect to any Holder of a Security, has the
meaning specified in Section 104.

          "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 generally the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "CONTROLLING" and "CONTROLLED" have meanings
correlative to the foregoing.

          "AUTHENTICATING AGENT" means any Person or Persons authorized by the
Trustee to act on behalf of the Trustee to authenticate the Securities of one or
more series.

          "AUTHORIZED OFFICER" means the President, any Vice President, the
Treasurer, or any other Person duly authorized by the Company to act in respect
of matters relating to this Indenture.

          "BOARD OF DIRECTORS" means either the board of directors of the
Company or any committee thereof duly authorized to act in respect of matters
relating to this Indenture.

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

          "BUSINESS DAY", when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 301.

          "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 of execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such time.

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


                                       2

<PAGE>

          "COMPANY ORDER" or "COMPANY REQUEST"DEFAULTED INTEREST" has the
meaning specified in Section 307.

          "DISCOUNT SECURITY" means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 802.

          "DOLLAR" or "$"ELIGIBLE OBLIGATIONS" means:

               (a) with respect to Securities denominated in Dollars, Government
          Obligations; or

               (b) with respect to Securities denominated in a currency other
          than Dollars or in a composite currency, such other obligations or
          instruments as shall be specified with respect to such Securities, as
          contemplated by Section 301.

          "EVENT OF DEFAULT" has the meaning specified in Section 801.

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

          "GOVERNMENT OBLIGATIONS" means securities which are (a) (i) direct
obligations of the United States where the payment or payments thereunder are
supported by the full faith and credit of the United States or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States or (b) depository receipts issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or
other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or


                                       3

<PAGE>

the specific payment of interest on or principal of or other amount with respect
to the Government Obligation evidenced by such depository receipt.

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

          "INDENTURE" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Indenture and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

          "INTEREST", when used with respect to a Discount Security means
interest, if any, borne by such Security at a Stated Interest Rate rather than
interest calculated at any imputed rate.

          "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

          "NOTICE OF DEFAULT" means a written notice of the kind specified in
Section 801(c).

          "OFFICER'S CERTIFICATE" means a certificate signed by an Authorized
Officer of the Company and delivered to the Trustee.

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

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

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

               (b) Securities deemed to have been paid for all purposes of this
          Indenture in accordance with Section 701 (whether or not the Company's
          indebtedness in respect thereof shall be satisfied and discharged for
          any other purpose); and

               (c) Securities which have been paid pursuant to Section 306 or in
          exchange for or in lieu of which other Securities have been authenti-
          cated and delivered pursuant to this Indenture, other than any such
          Securities in respect of which there shall have been presented to the
          Trustee proof satisfactory to it and the Company that such Securities


                                       4

<PAGE>

          are held by a bona fide purchaser in whose hands such Securities are
          valid obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

               (x) Securities owned by the Company or any other obligor upon the
          Securities or any Affiliate of the Company or of such other obligor
          (unless the Company, such Affiliate or such obligor owns all
          Securities Outstanding under this Indenture, or all Outstanding
          Securities of each such series and each such Tranche, as the case may
          be, determined without regard to this clause (x)) shall be disregarded
          and deemed not to be Outstanding, except that, in determining whether
          the Trustee shall be protected in relying upon any such request,
          demand, authorization, direction, notice, consent or waiver or upon
          any such determination as to the presence of a quorum, only Securities
          which the Trustee knows to be so owned shall be so disregarded;
          provided, however, that Securities so owned which have been pledged in
          good faith may be regarded as Outstanding if it is established to the
          reasonable satisfaction of the Trustee that the pledgee, and not the
          Company, or any such other obligor or Affiliate of either thereof, has
          the right so to act with respect to such Securities and that the
          pledgee is not the Company or any other obligor upon the Securities or
          any Affiliate of the Company or of such other obligor;

               (y) the principal amount of a Discount Security that shall be
          deemed to be Outstanding for such purposes shall be the amount of the
          principal thereof that would be due and payable as of the date of such
          determination upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 802; and

               (z) the principal amount of any Security which is denominated in
          a currency other than Dollars or in a composite currency that shall be
          deemed to be Outstanding for such purposes shall be the amount of
          Dollars which could have been purchased by the principal amount (or,
          in the case of a Discount Security, the Dollar equivalent on the date
          determined as set forth below of the amount determined as provided in
          (y) above) of such currency or composite currency evidenced by such
          Security, in each such case certified to the Trustee in an Officer's
          Certificate, based (i) on the average of the mean of the buying and
          selling spot rates quoted by three banks which are members of the New
          York Clearing House Association selected by the Company in effect at
          11:00 A.M. (New York time) in The City of New York on the fifth
          Business Day preceding any such determination or (ii) if on such fifth
          Business Day it shall not be possible or practicable to obtain such
          quotations from such three banks, on such other quotations or
          alternative methods of determination which shall be as consistent as
          practicable with the method set forth in (i) above;

provided, further, that in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all


                                       5

<PAGE>

purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid.

          "PAYING AGENT" means any Person, including the Company, authorized by
the Company to pay the principal of, and 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, including
without limitation 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 the authentication and delivery of
such Securities by the Trustee, as contemplated in Section 301 and clause (b) of
Section 303.

          "PERSON" means any individual, corporation, partnership, limited
liability partnership, joint venture, trust or unincorporated organization or
any government or any political subdivision, instrumentality or agency thereof.

          "PLACE OF PAYMENT", when used with respect to the Securities of any
series, or Tranche thereof, means the place or places, specified as contemplated
by Section 301, at which, subject to Section 602, principal of and premium, if
any, and interest, if any, on the Securities of such series or Tranche are
payable.

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

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

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

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

          "REQUIRED CURRENCY" has the meaning specified in Section 311.

          "RESPONSIBLE OFFICER", when used with respect to the Trustee, means
the chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any senior trust officer, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Trustee customarily performing functions similar to those performed by


                                       6

<PAGE>

any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

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

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

          "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Securities of any series means a date fixed by the Trustee pursuant to Section
307.

          "STATED INTEREST RATE" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear simple interest. Any
calculation or other determination to be made under this Indenture by reference
to the Stated Interest Rate on a Security shall be made without regard to the
effective interest cost to the Company of such Security and without regard to
the Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness the Company's obligations in respect of which are evidenced or
secured in whole or in part by such Security.

          "STATED MATURITY", when used with respect to any Security or any
obligation or any installment of principal thereof or interest thereon, means
the date on which the principal of such obligation or such installment of
principal or interest is stated to be 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) have identical terms except as to principal amount and/or date of
issuance.

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

          "TRUST INDENTURE ACT" means, as of any time, the Trust Indenture Act
of 1939 as in force at such time.

          "UNITED STATES" means the United States of America, its territories,
its possessions and other areas subject to its jurisdiction.


                                       7

<PAGE>

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

               (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 each such individual, he
          has made such examination or investigation as is necessary to enable
          him to express an informed opinion as to whether or not such covenant
          or condition has been complied with; and

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          (a) Any Officer's Certificate may be based (without further
examination or investigation), insofar as it relates to or is dependent upon
legal matters, upon an opinion of, or representations by, counsel, unless, in
any case, such officer has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which such Officer's
Certificate may be based as aforesaid are erroneous.

          Any Opinion of Counsel may be based (without further examination or
investigation), insofar as it relates to or is dependent upon factual matters,
information with respect to which is in the possession of the Company, upon a
certificate of, or representations by, an officer or officers of the Company,
unless such counsel has actual knowledge that the certificate or opinion or
representations with respect to the matters upon which his opinion may be based
as aforesaid are erroneous. In addition, any Opinion of Counsel may be based
(without further examination or investigation), insofar as it relates to or is
dependent upon matters covered in an Opinion of Counsel rendered by other
counsel, upon such other Opinion of Counsel, unless such counsel has actual
knowledge that the Opinion of Counsel rendered by such other counsel with
respect to the matters upon which his Opinion of Counsel may be based as
aforesaid are erroneous. If, in order to render any Opinion of Counsel provided
for herein, the signer thereof shall deem it necessary that additional facts or


                                       8

<PAGE>

matters be stated in any Officer's Certificate provided for herein, then such
certificate may state all such additional facts or matters as the signer of such
Opinion of Counsel may request.

          (b) In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents. Where (i) any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, or (ii) two or more Persons are each required to make, give or
execute any such application, request, consent, certificate, statement, opinion
or other instrument, any such applications, requests, consents, certificates,
statements, opinions or other instruments may, but need not, be consolidated and
form one instrument.

          (c) Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.

SECTION 104.  ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided by this Indenture to be made, given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall


                                       9

<PAGE>

be sufficient for any purpose of this Indenture and (subject to Section 901)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 1306.

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

          (c) The ownership, principal amount (except as otherwise contempla-
ted in clause (y) of the first proviso to the definition of Outstanding) and
serial numbers of Securities held by any Person, and the date of holding the
same, shall be proved by the Security Register.

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

          (e) Until such time as written instruments shall have been delivered
to the Trustee with respect to the requisite percentage of principal amount of
Securities for the action contemplated by such instruments, any such instrument
executed and delivered by or on behalf of a Holder may be revoked with respect
to any or all of such Securities by written notice by such Holder or any
subsequent Holder, proven in the manner in which such instrument was proven.

          (f) Securities of any series, or any Tranche thereof, authenticated
and delivered after any Act of Holders may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any action taken
by such Act of Holders. If the Company shall so determine, new Securities of any
series, or any Tranche thereof, so modified as to conform, in the opinion of the
Trustee and the Company, to such action may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche.

          (g) The Company may, at its option, by Company Order, fix in advance a
record date for the determination of Holders entitled to give any request,
demand, authorization, direction, notice, consent, waiver or other Act solicited
by the Company, but the Company shall have no obligation to do so; provided,
however, that the Company may not fix a record date for the giving or making of
any notice, declaration, request or direction referred to in the next sentence.
In addition, the Trustee may, at its option, fix in advance a record date for
the determination of Holders entitled to join in the giving or making of any
Notice of Default, any declaration of acceleration referred to in Section 802,
any request to institute proceedings referred to in Section 807 or any direction
referred to in Section 812. If any such record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act, or such
notice, declaration, request or direction, may be given before or after such
record date, but only the Holders of record at the close of business on the
record date shall be deemed to be Holders for the purposes of determining (i)


                                       10

<PAGE>

whether Holders of the requisite proportion of the Outstanding Securities have
authorized or agreed or consented to such Act (and for that purpose the
Outstanding Securities shall be computed as of the record date) and/or (ii)
which Holders may revoke any such Act (notwithstanding subsection (e) of this
Section ); and any such Act, given as aforesaid, shall be effective whether or
not the Holders which authorized or agreed or consented to such Act remain
Holders after such record date and whether or not the Securities held by such
Holders remain Outstanding after such record date.

SECTION 105.  NOTICES, ETC. TO TRUSTEE OR COMPANY.

          Any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, the
Trustee by any Holder or by the Company, or the Company by the Trustee or by any
Holder, shall be sufficient for every purpose hereunder (unless otherwise
expressly provided herein) if in writing and delivered personally to an officer
or other responsible employee of the addressee, or transmitted by facsimile
transmission, telex or other direct written electronic means to such telephone
number or other electronic communications address set forth for such party below
or such other address as the parties hereto shall from time to time designate,
or transmitted by registered mail, charges prepaid, to the applicable address
set forth for such party below or to such other address as either party hereto
may from time to time designate:

                If to the Trustee, to:

                The Chase Manhattan Bank
                450 West 33rd Street
                New York, New York 10001

                Attention:  Institutional Trust Services
                Telephone:  (212) 946-7557
                Telecopy:  (212) 946-8177

                If to the Company, to:

                PPL Energy Supply, LLC
                Two North Ninth Street
                Allentown, Pennsylvania  18101

                Attention: Treasurer
                Telephone:  (610) 774-5987
                Telecopy:   (610) 774-5106

                With a copy to:

                PPL Corporation
                Two North Ninth Street

                Allentown, Pennsylvania 18109-1179


                                       11

<PAGE>


                Attention: Treasurer
                Telephone: (610) 774-5987
                Telecopy:  (610) 774-5106

          Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission, telex or other direct
written electronic means, on the date of transmission, and if transmitted by
registered mail, on the date of receipt.

SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

          Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such Notice.

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

          Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any provision of the Trust Indenture
Act, such other provision shall control; and if any provision hereof otherwise
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings in this Indenture and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 109.  SUCCESSORS AND ASSIGNS.

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


                                       12

<PAGE>

SECTION 110.  SEPARABILITY CLAUSE.

          In case any provision in this Indenture or the Securities shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 111.  BENEFITS OF INDENTURE.

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

SECTION 112.  GOVERNING LAW.

          This Indenture and the Securities shall be governed by and construed
in accordance with the law of the State of New York (including without
limitation Section 5-1401 of the New York General Obligations Law or any
successor to such statute), except to the extent that the Trust Indenture Act
shall be applicable and except to the extent that the law of any other
jurisdiction shall mandatorily govern.

SECTION 113.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
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
which 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, Redemption Date, or 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.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

          The definitive Securities of each series shall be in substantially the
form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or
in an Officer's Certificate pursuant to such a supplemental indenture or Board
Resolution, 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 may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their



                                       13

<PAGE>

execution thereof. If the form or forms of Securities of any series are
established in a Board Resolution or in an Officer's Certificate pursuant to a
supplemental indenture or a Board Resolution, such Board Resolution and
Officer's Certificate, if any, shall be delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

          Unless otherwise specified as contemplated by Section 301, the
Securities of each series shall be issuable in registered form without coupons.
The definitive Securities shall be produced in such manner as shall be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          The Trustee's certificate of authentication shall be in substantially
the form set forth below:

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

                                        The Chase Manhattan Bank,
                                        as Trustee


                                        By: _____________________________
                                                 Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. Subject to the
last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in or
pursuant to a supplemental indenture or in a Board Resolution or in or pursuant
to an Officer's Certificate of the Company (which need not comply with Section
102) pursuant to a supplemental indenture or a Board Resolution or in a Company
Order pursuant to a supplemental indenture, a Board Resolution or any such
Officer's Certificate:

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


                                       14

<PAGE>

               (b) any limit upon the aggregate principal amount of the
          Securities of such series which may be authenticated and delivered
          under this Indenture (except for Securities authenticated and
          delivered upon registration of transfer of, or in exchange for, or in
          lieu of, other Securities of such series pursuant to Section 304, 305,
          306, 406 or 1206 and except for any Securities which, pursuant to
          Section 303, are deemed never to have been authenticated and delivered
          hereunder);

               (c) the Person or Persons (without specific identification) to
          whom any interest on Securities of such series, or any Tranche
          thereof, shall be payable, if other than the Person in whose name that
          Security (or one or more Predecessor Securities) is registered at the
          close of business on the Regular Record Date for such interest;

               (d) the date or dates on which the principal of the Securities of
          such series or any Tranche thereof, is payable or any formulary or
          other method or other means by which such date or dates shall be
          determined, by reference to an index or other fact or event
          ascertainable outside of this Indenture or otherwise (without regard
          to any provisions for redemption, prepayment, acceleration, purchase
          or extension); and the right, if any, to extend the Maturity of the
          Securities of such series, or any Tranche thereof, and the duration of
          any such extension;

               (e) the rate or rates at which the Securities of such series, or
          any Tranche thereof, shall bear interest, if any (including the rate
          or rates at which overdue principal shall bear interest after Maturity
          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), or
          any formulary or other method or other means by which such rate or
          rates shall be determined by reference to an index or other fact or
          event ascertainable outside of this Indenture or otherwise, the date
          or dates from which such interest shall accrue; the Interest Payment
          Dates and the Regular Record Dates, if any, for the interest payable
          on such Securities on any Interest Payment Date; and the basis of
          computation of interest, if other than as provided in Section 310; and
          the right, if any, to extend the interest payment periods and the
          duration of any such extension;

               (f) the place or places at which and/or methods (if other than as
          provided elsewhere in this Indenture) by which (i) the principal of
          and premium, if any, and interest, if any, on Securities of such
          series, or any Tranche thereof, shall be payable, (ii) registration of
          transfer of Securities of such series, or any Tranche thereof, may be
          effected, (iii) exchanges of Securities of such series, or any Tranche
          thereof, may be effected and (iv) notices and demands to or upon the
          Company in respect of the Securities of such series, or any Tranche
          thereof, and this Indenture may be served; the Security Registrar and
          any Paying Agent or Agents for such series or Tranche; and, if such is
          the case, that the principal of such Securities shall be payable
          without the presentment or surrender thereof;

               (g) the period or periods within which, or the date or dates on
          which, the price or prices at which and the terms and conditions upon
          which the Securities of such series, or any Tranche thereof, may


                                       15

<PAGE>

          be redeemed, in whole or in part, at the option of the Company and any
          restrictions on such redemptions;

               (h) the obligation or obligations, if any, of the Company to
          redeem or purchase or repay the Securities of such series, or any
          Tranche thereof, pursuant to any sinking fund or other mandatory
          redemption provisions or at the option of a Holder thereof and the
          period or periods within which or the date or dates on which, the
          price or prices at which and the terms and conditions upon which such
          Securities shall be redeemed or purchased or repaid, in whole or in
          part, pursuant to such obligation and applicable exceptions to the
          requirements of Section 404 in the case of mandatory redemption or
          redemption or repayment at the option of the Holder;

               (i) the denominations in which Securities of such series, or any
          Tranche thereof, shall be issuable if other than denominations of One
          Thousand Dollars ($1,000) and any integral multiple thereof;

               (j) if the principal of or premium, if any, or interest, if any,
          on the Securities of such series, or any Tranche thereof, are to be
          payable, at the election of the Company or a Holder thereof, in a coin
          or currency other than that in which the Securities are stated to be
          payable, the period or periods within which, and the terms and
          conditions upon which, such election may be made and the manner in
          which the amount of such coin or currency payable is to be determined;

               (k) the currency or currencies, including composite currencies,
          in which payment of the principal of and premium, if any, and
          interest, if any, on the Securities of such series, or any Tranche
          thereof, shall be payable (if other than Dollars) and the manner in
          which the equivalent of the principal amount thereof in Dollars is to
          be determined for any purpose, including for the purpose of
          determining the principal amount deemed to be Outstanding at any time;

               (l) if the principal of or premium, if any, or interest, if any,
          on the Securities of such series, or any Tranche thereof, are to be
          payable, or are to be payable at the election of the Company or a
          Holder thereof, in securities or other property, the type and amount
          of such securities or other property, or the formulary or other method
          or other means by which such amount shall be determined, and the
          period or periods within which, and the terms and conditions upon
          which, any such election may be made;

               (m) if the amount payable in respect of principal of or premium,
          if any, or interest, if any, on the Securities of such series, or any
          Tranche thereof, may be determined with reference to an index or other
          fact or event ascertainable outside this Indenture, the manner in
          which such amounts shall be determined to the extent not established
          pursuant to clause (e) of this paragraph;

               (n) if other than the entire principal amount thereof, the
          portion of the principal amount of Securities of such series, or any
          Tranche thereof, which shall be payable upon declaration of
          acceleration of the Maturity thereof pursuant to Section 802;



                                       16

<PAGE>

               (o) any Events of Default, in addition to those specified in
          Section 801, or any exceptions to those specified in Section 801, with
          respect to the Securities of such series, and any covenants of the
          Company for the benefit of the Holders of the Securities of such
          series, or any Tranche thereof, in addition to those set forth in
          Article Six, or any exceptions to those set forth in Article Six;

               (p) the terms, if any, pursuant to which the Securities of such
          series, or any Tranche thereof, may be converted into or exchanged for
          shares of capital stock or other securities of the Company or any
          other Person;

               (q) the obligations or instruments, if any, which shall be
          considered to be Eligible Obligations in respect of the Securities of
          such series, or any Tranche thereof, denominated in a currency other
          than Dollars or in a composite currency, and any provisions for
          satisfaction and discharge of Securities of any series, in addition to
          those set forth in Section 701, or any exceptions to those set forth
          in Section 701;

               (r) if the Securities of such series, or any Tranche thereof, are
          to be issued in global form, (i) any limitations on the rights of the
          Holder or Holders of such Securities to transfer or exchange the same
          or to obtain the registration of transfer thereof, (ii) any
          limitations on the rights of the Holder or Holders thereof to obtain
          certificates therefor in definitive form in lieu of global form and
          (iii) any other matters incidental to such Securities;

               (s) if the Securities of such series, or any Tranche thereof, are
          to be issuable as bearer securities, any and all matters incidental
          thereto which are not specifically addressed in a supplemental
          indenture as contemplated by clause (g) of Section 1201;

               (t) to the extent not established pursuant to clause (r) of this
          paragraph, any limitations on the rights of the Holders of the
          Securities of such Series, or any Tranche thereof, to transfer or
          exchange such Securities or to obtain the registration of transfer
          thereof; and if a service charge will be made for the registration of
          transfer or exchange of Securities of such series, or any Tranche
          thereof, the amount or terms thereof;

               (u) any exceptions to Section 113, or variation in the definition
          of Business Day, with respect to the Securities of such series, or any
          Tranche thereof; and

               (v)    any other terms of the Securities of such series, or any
          Tranche thereof.

          With respect to Securities of a series subject to a Periodic Offering,
the indenture supplemental hereto or the Board Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Board Resolution, as the case may be, may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated in clause (b) of Section 303.



                                       17

<PAGE>

          Unless otherwise provided with respect to a series of Securities as
contemplated in Section 301(b), the aggregate principal amount of a series of
Securities may be increased and additional Securities of such series may be
issued up to the maximum aggregate principal amount authorized with respect to
such series as increased.

SECTION 302.  DENOMINATIONS.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, the Securities of each
series shall be issuable in denominations of One Thousand Dollars ($1,000) and
any integral multiple thereof.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities or any Tranche thereof, the Securities shall be
executed on behalf of the Company by an Authorized Officer of the Company, and
may have the corporate seal of the Company affixed thereto or reproduced thereon
attested by its Secretary, one of its Assistant Secretaries or any other
Authorized Officer. The signature of any or all of these officers on the
Securities may be manual or facsimile.

          A Security bearing the manual or facsimile signature of an individual
who was at the time of execution an Authorized Officer of the Company shall bind
the Company, notwithstanding that any such individual has ceased to be an
Authorized Officer prior to the authentication and delivery of the Security or
did not hold such office at the date of such Security.

          The Trustee shall authenticate and deliver Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

               (a) the instrument or instruments establishing the form or forms
          and terms of the Securities of such series, as provided in Sections
          201 and 301;

               (b) a Company Order requesting the authentication and delivery of
          such Securities and, to the extent that the terms of such Securities
          shall not have been established in an indenture supplemental hereto or
          in a Board Resolution, or in an Officer's Certificate pursuant to a
          supplemental indenture or Board Resolution, all as contemplated by
          Sections 201 and 301, either (i) establishing such terms or (ii) in
          the case of Securities of a series subject to a Periodic Offering,
          specifying procedures, acceptable to the Trustee, by which such terms
          are to be established (which procedures may provide, to the extent
          acceptable to the Trustee, for authentication and delivery pursuant to
          oral or electronic instructions from the Company or any agent or
          agents thereof, which oral instructions are to be promptly confirmed
          electronically or in writing), in either case in accordance with the
          instrument or instruments establishing the terms of the Securities of
          such series delivered pursuant to clause (a) above;

               (c) Securities of such series, executed on behalf of the Company
          by an Authorized Officer of the Company;



                                       18

<PAGE>

               (d) an Officer's Certificate (i) which shall comply with the
          requirements of Section 102 of this Indenture and (ii) which states
          that no Event of Default under this Indenture has occurred or is
          occurring;

               (e) an Opinion of Counsel which shall comply with the
          requirements of Section 102 of this Indenture and that states that:

                    (i) the forms of such Securities have been duly authorized
               by the Company and have been established in conformity with the
               provisions of this Indenture;

                    (ii) the terms of such Securities have been duly authorized
               by the Company and have been established in conformity with the
               provisions of this Indenture; and

                    (iii) when such Securities shall have been authenticated and
               delivered by the Trustee and issued and delivered by the Company
               in the manner and subject to any conditions specified in such
               Opinion of Counsel, such Securities will have been duly issued
               under this Indenture and will constitute valid and legally
               binding obligations of the Company, entitled to the benefits
               provided by this Indenture, and enforceable in accordance with
               their terms, subject, as to enforcement, to laws relating to or
               affecting generally the enforcement of creditors' rights,
               including, without limitation, bankruptcy and insolvency laws and
               to general principles of equity (regardless of whether such
               enforceability is considered in a proceeding in equity as at
               law);

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication and
delivery of Securities of such series, and that in lieu of the opinions
described in clauses (ii) and (iii) above such Opinion of Counsel may,
alternatively, state, respectively,

          (x) that, 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 (1) executed by the Company,
     (2) authenticated and delivered by the Trustee in accordance with this
     Indenture, (3) issued and delivered by the Company and (4) paid for, all as
     contemplated by and in accordance with the aforesaid Company Order or
     Orders or specified procedures, as the case may be, will have been duly
     issued under this Indenture and will constitute valid and legally binding
     obligations of the Company, entitled to the benefits provided by the
     Indenture, and enforceable in accordance with their terms, subject, as to
     enforcement, to laws relating to or affecting generally the enforcement of
     creditors' rights, including, without limitation, bankruptcy and insolvency
     laws and to general principles of equity (regardless of whether such
     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 and the legality, validity,


                                       19

<PAGE>

binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series, unless and until such opinion or other documents have been
superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series, pursuant to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
applicable law or any applicable rule, regulation or order of any governmental
agency or commission having jurisdiction over the Company.

          If the forms or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

          Except as otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, each Security shall
be dated the date of its authentication.

          Except as otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, no Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the
Trustee or its agent by manual signature of an authorized officer thereof, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
to the Company, or any Person acting on its behalf, but shall never have been
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits hereof.

SECTION 304.  TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities of any series, or any
Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as any officer executing such Securities may
determine, as evidenced by such officer's execution of such Securities;
provided, however, that temporary Securities need not recite specific
redemption, sinking fund, conversion or exchange provisions.

          If temporary Securities of any series or Tranche are issued, the
Company shall cause definitive Securities of such series or Tranche to be
prepared without unreasonable delay. After the preparation of definitive


                                       20

<PAGE>

Securities of such series or Tranche, the temporary Securities of such series or
Tranche shall be exchangeable for definitive Securities of such series or
Tranche, upon surrender of the temporary Securities of such series or Tranche at
the office or agency of the Company maintained pursuant to Section 602 in a
Place of Payment for such series or Tranche, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series
or Tranche, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Securities of the same series or
Tranche, of authorized denominations and of like tenor and aggregate principal
amount.

          Until exchanged in full as hereinabove provided, temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          The Company shall cause to be kept in one of the offices or agencies
designated pursuant to Section 602, with respect to the Securities of each
series or any Tranche thereof, a register (the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities of such series or Tranche and the
registration of transfer thereof. The Company shall designate one Person to
maintain the Security Register for the Securities of each series, and such
Person is referred to herein, with respect to such series, as the "Security
Registrar." Anything herein to the contrary notwithstanding, the Company may
designate one of its offices or an office of any Affiliate as the office in
which the Security Register with respect to the Securities of one or more
series, or any Tranche or Tranches thereof, shall be maintained, and the Company
may designate itself or any Affiliate as the Security Registrar with respect to
one or more of such series. The Security Register shall be open for inspection
by the Trustee and the Company at all reasonable times.

          Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.

          Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder for one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities, which the Holder making the
exchange is entitled to receive.

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


                                       21

<PAGE>

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

          Unless otherwise specified as contemplated by Section 301, with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 406 or 1206 not involving any transfer.

          The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any series, or
any Tranche thereof, during a period of 15 days immediately preceding the date
notice is to be given identifying the serial numbers of the Securities of such
series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

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

          Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone other than


                                       22

<PAGE>

the Holder of such new security, and any such new Security shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of such series duly issued hereunder.

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

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a date (a "Special Record Date") for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Security of such series and the date of the proposed
     payment, and at the same time the Company shall deposit with the Trustee an
     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall
     promptly cause notice of the proposed payment of such Defaulted Interest
     and the Special Record Date therefor to be mailed, first-class postage
     prepaid, to each Holder of Securities of such series at the address of such
     Holder as it appears in the Security Register, not less than 10 days prior
     to such Special Record Date. Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Securities of such series (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date.


                                       23

<PAGE>

          (b) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, 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 and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308.  PERSONS DEEMED OWNERS.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the absolute owner of
such Security for the purpose of receiving payment of principal of and premium,
if any, and (subject to Sections 305 and 307) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Trustee or any agent of the Company, or the Trustee
shall be affected by notice to the contrary.

SECTION 309.  CANCELLATION.

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

SECTION 310.  COMPUTATION OF INTEREST.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or Tranche thereof, interest on the Securities of each
series shall be computed on the basis of a three hundred sixty (360) day year
consisting of twelve (12) thirty (30) day months, and with respect to any period
less than a full calendar month, on the basis of the actual number of days
elapsed during such period.

SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

          In the case of any Security denominated in any currency other than
Dollars or in a composite currency (the "Required Currency"), except as
otherwise specified with respect to such Security as contemplated by Section


                                       24

<PAGE>

301, the obligation of the Company to make any payment of the principal thereof,
or the premium or interest thereon, shall not be discharged or satisfied by any
tender by the Company, or recovery by the Trustee, in any currency other than
the Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency
then due and payable. If any such tender or recovery is in a currency other than
the Required Currency, the Trustee may take such actions as it considers
appropriate to exchange such currency for the Required Currency. The costs and
risks of any such exchange, including without limitation the risks of delay and
exchange rate fluctuation, shall be borne by the Company, the Company shall
remain fully liable for any shortfall or delinquency in the full amount of
Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its negligence or willful
misconduct. The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of Required Currency then due and payable.

SECTION 312.  EXTENSION OF INTEREST PAYMENT

          The Company shall have the right at any time, to extend interest
payment periods on all the Securities of any series hereunder, if so specified
as contemplated by Section 301 with respect to such Securities and upon such
terms as may be specified as contemplated by Section 301 with respect to such
Securities.

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

SECTION 401.  APPLICABILITY OF ARTICLE.

          Securities of any series, or any Tranche thereof, which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for Securities
of such series or Tranche) in accordance with this Article.

SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or an Officer's Certificate. The Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.


                                       25

<PAGE>


SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

          If less than all the Securities of any series, or any Tranche thereof,
are to be redeemed, 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, by such method as shall be provided for such
particular series or Tranche, or in the absence of any such provision, by such
method of random selection as the Trustee shall deem fair and appropriate and
which may, in any case, provide for the selection for redemption of portions
(equal to any authorized denomination for Securities of such series or Tranche)
of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
such series or Tranche; 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 less 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.

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

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 404.  NOTICE OF REDEMPTION.

          Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

          All notices of redemption shall state:

               (a) the Redemption Date,

               (b) the Redemption Price, or, if not then ascertainable, the
          manner of calculation thereof,

               (c) if less than all the Securities of any series or Tranche are
          to be redeemed, the identification of the particular Securities to be
          redeemed and the portion of the principal amount of any Security to be
          redeemed in part,

               (d) that on the Redemption Date the Redemption Price, together
          with accrued interest, if any, to the Redemption Date, will become due
          and payable upon each such Security to be redeemed and, if applicable,
          that interest thereon will cease to accrue on and after said date,


                                       26

<PAGE>

               (e) the place or places where such Securities are to be
          surrendered for payment of the Redemption Price and accrued interest,
          if any, unless it shall have been specified as contemplated by Section
          301 with respect to such Securities that such surrender shall not be
          required,

               (f) that the redemption is for a sinking or other fund, if such
          is the case, and

               (g) such other matters as the Company shall deem desirable or
          appropriate.

          Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on such Securities and that if
such money shall not have been so received such notice shall be of no force or
effect and the Company shall not be required to redeem such Securities. In the
event that such notice of redemption contains such a condition and such money is
not so received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made.

                  Notice of redemption of Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, on Company Request,
by the Trustee in the name and at the expense of the Company.

SECTION 405.  SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with such notice, such Security or portion thereof shall be paid
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided, however, that no such surrender shall be a
condition to such payment if so specified as contemplated by Section 301 with
respect to such Security; and provided, further, that except as otherwise
specified as contemplated by Section 301 with respect to such Security, any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such
Security and subject to the provisions of Sections 305 and 307.


                                       27

<PAGE>

SECTION 406.  SECURITIES REDEEMED IN PART.

                  Upon the surrender of any Security which is to be redeemed
only in part at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities of the same series and Tranche, of
any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                  ARTICLE FIVE

                                  SINKING FUNDS

SECTION 501.  APPLICABILITY OF ARTICLE.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of any series, or any Tranche thereof,
except as otherwise specified as contemplated by Section 301 for Securities of
such series or Tranche.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series, or any Tranche thereof, 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, or any Tranche
thereof, is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, or any Tranche thereof,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 502. Each sinking fund payment shall be applied to the
redemption of Securities of the series or Tranche in respect of which it was
made as provided for by the terms of such Securities.

SECTION 502.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

          The Company (a) may deliver to the Trustee Outstanding Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Securities of such series or Tranche which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of such mandatory sinking fund payment; provided, however, that no Securities
shall be applied in satisfaction of a mandatory sinking fund payment if such
Securities shall have been previously so applied. Securities so applied shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.


                                       28

<PAGE>

SECTION 503.  REDEMPTION OF SECURITIES FOR SINKING FUND.

          Not less than 45 days prior to each sinking fund payment date for the
Securities of any series, or any Tranche thereof, the Company shall deliver to
the Trustee an Officer's Certificate specifying:

               (a) the amount of the next succeeding mandatory sinking fund
          payment for such series or Tranche;

               (b) the amount, if any, of the optional sinking fund payment to
          be made together with such mandatory sinking fund payment;

               (c) the aggregate sinking fund payment;

               (d) the portion, if any, of such aggregate sinking fund payment
          which is to be satisfied by the payment of cash;

               (e) the portion, if any, of such aggregate sinking fund payment
          which is to be satisfied by delivering and crediting Securities of
          such series or Tranche pursuant to Section 502 and stating the basis
          for such credit and that such Securities have not previously been so
          credited, and the Company shall also deliver to the Trustee any
          Securities to be so delivered. If the Company shall not deliver such
          Officer's Certificate, the next succeeding sinking fund payment for
          such series or Tranche shall be made entirely in cash in the amount of
          the mandatory sinking fund payment. Not less than 30 days before each
          such sinking fund payment date the Trustee shall select the Securities
          to be redeemed upon such sinking fund payment date in the manner
          specified in Section 403 and cause notice of the redemption thereof to
          be given in the name of and at the expense of the Company in the
          manner provided in Section 404. Such notice having been duly given,
          the redemption of such Securities shall be made upon the terms and in
          the manner stated in Sections 405 and 406.

                                   ARTICLE SIX

                                    COVENANTS

SECTION 601.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Company shall pay the principal of and premium, if any, and
interest, if any, on the Securities of each series in accordance with the terms
of such Securities and this Indenture.

SECTION 602.  MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain in each Place of Payment for the Securities
of each series, or any Tranche thereof, an office or agency where payment of
such Securities shall be made or surrendered for payment, where registration of
transfer or exchange of such Securities may be effected and where notices and
demands to or upon the Company in respect of such Securities and this Indenture


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<PAGE>

may be served. The Company shall give prompt written notice to the Trustee of
the location, and any change in the location, of each such office or agency and
prompt notice to the Holders of any such change in the manner specified in
Section 106. If at any time the Company shall fail to maintain any such required
office or agency in respect of Securities of any series, or any Tranche thereof,
or shall fail to furnish the Trustee with the address thereof, payment of such
Securities may be made, registration of transfer or exchange thereof may be
effected and notices and demands in respect thereby may be served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent for all such purposes in any such event.

          The Company may also from time to time designate one or more other
offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to
time rescind such designations; provided, however, that, unless otherwise
specified as contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency for such purposes
in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company shall give prompt written notice to the Trustee,
and prompt notice to the Holders in the manner specified in Section 106, of any
such designation or rescission and of any change in the location of any such
other office or agency.

          Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company or any
Affiliate of the Company, in which event the Company or such Affiliate, as the
case may be, shall perform all functions to be performed at such office or
agency.

SECTION 603.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

          If the Company shall at any time act as its own Paying Agent with
respect to the Securities of any series, or any Tranche thereof, it shall, on or
before each due date of the principal of and premium, if any, or interest, if
any, on any of such Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal and premium
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, prior to each due
date of the principal of and premium, if any, or interest, if any, on such
Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company shall promptly notify the Trustee of its action or failure so to
act.

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



                                       30

<PAGE>

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

               (b) give the Trustee notice of any default by the Company (or any
          other obligor upon the Securities of such series) in the making of any
          payment of principal of and premium, if any, or interest, if any, on
          the Securities of such series or Tranche; and

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

          The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent and, if as
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

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

SECTION 604.  EXISTENCE AS A LIMITED LIABILITY COMPANY.

          Subject to the rights of the Company under Article Eleven, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.


                                       31

<PAGE>

SECTION 605.  ANNUAL OFFICER'S CERTIFICATE

          Not later than April 30 in each year, commencing April 30, 2002, the
Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by its principal executive officer, principal
financial officer or principal accounting officer, as to such officer's
knowledge of such obligor's compliance with all conditions and covenants under
this Indenture, such compliance to be determined without regard to any period of
grace or requirement of notice under this Indenture.

SECTION 606.  WAIVER OF CERTAIN COVENANTS.

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in

               (a) any covenant or restriction specified with respect to the
          Securities of any series, or any Tranche thereof, as contemplated by
          Section 301 or by Section 1201(b) if before the time for such
          compliance the Holders of a majority in aggregate principal amount of
          the Outstanding Securities of all series and Tranches with respect to
          which compliance with such covenant or restriction is to be omitted,
          considered as one class, shall, by Act of such Holders, either waive
          such compliance in such instance or generally waive compliance with
          such term, provision or condition; and

               (b) Section 1101(b) if before the time for such compliance the
          Holders of a majority in principal amount of Securities Outstanding
          under this Indenture shall, by Act of such Holders, either waive such
          compliance in such instance or generally waive compliance with such
          term, provision or condition;

but, in either case, no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

SECTION 701.  SATISFACTION AND DISCHARGE OF SECURITIES.

          Any Security or Securities, or any portion of the principal amount
thereof, shall be deemed to have been paid and no longer Outstanding for all
purposes of this Indenture, and the entire indebtedness of the Company in
respect thereof shall be satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

               (a) money in an amount which shall be sufficient, or



                                       32

<PAGE>

               (b) in the case of a deposit made prior to the Maturity of such
          Securities or portions thereof, Eligible Obligations, which shall not
          contain provisions permitting the redemption or other prepayment
          thereof at the option of the issuer thereof, the principal of and the
          interest on which when due, without any regard to reinvestment
          thereof, will provide moneys which, together with the money, if any,
          deposited with or held by the Trustee or such Paying Agent, shall be
          sufficient, or

               (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any, due
and to become due on such Securities or portions thereof; provided, however,
that in the case of the provision for payment or redemption of less than all the
Securities of any series or Tranche, such Securities or portions thereof shall
have been selected by the Trustee as provided herein and, in the case of a
redemption, the notice requisite to the validity of such redemption shall have
been given or irrevocable authority shall have been given by the Company to the
Trustee to give such notice, under arrangements satisfactory to the Trustee; and
provided, further, that the Company shall have delivered to the Trustee and such
Paying Agent:

               (x) if such deposit shall have been made prior to the Maturity of
          such Securities, a Company Order stating that the money and Eligible
          Obligations deposited in accordance with this Section shall be held in
          trust, as provided in Section 603;

               (y) if Eligible Obligations shall have been deposited, an Opinion
          of Counsel to the effect that such obligations constitute Eligible
          Obligations and do not contain provisions permitting the redemption or
          other prepayment thereof at the option of the issuer thereof, and an
          opinion of an independent public accountant of nationally recognized
          standing, selected by the Company, to the effect that the other
          requirements set forth in clause (b) and (c) above have been
          satisfied; and

               (z) if such deposit shall have been made prior to the Maturity of
          such Securities, an Officer's Certificate stating the Company's
          intention that, upon delivery of such Officer's Certificate, its
          indebtedness in respect of such Securities or portions thereof will
          have been satisfied and discharged as contemplated in this Section.

          Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon Company Request, acknowledge in
writing that such Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the preceding
paragraph shall have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate specified in
clause (z) (if otherwise required) shall not have been delivered, such
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Securities or
portions thereof shall nevertheless be no longer entitled to the benefits
provided by this Indenture or of any of the covenants of the Company under
Article Six (except the covenants contained in Sections 602 and 603) or any
other covenants made in respect of such Securities or portions thereof as
contemplated by Section 301 or Section 1201(b), but the indebtedness of the
Company in respect of such Securities or portions thereof shall not be deemed to


                                       33

<PAGE>

have been satisfied and discharged prior to Maturity for any other purpose; and,
upon Company Request, the Trustee shall acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture.

          If payment at Stated Maturity of less than all of the Securities of
any series, or any Tranche thereof, is to be provided for in the manner and with
the effect provided in this Section, the Trustee shall select such Securities,
or portions of principal amount thereof, in the manner specified by Section 403
for selection for redemption of less than all the Securities of a series or
Tranche.

          In the event that Securities which shall be deemed to have been paid
for purposes of this Indenture, and, if such is the case, in respect of which
the Company's indebtedness shall have been satisfied and discharged, all as
provided in this Section, do not mature and are not to be redeemed within the
sixty (60) day period commencing with the date of the deposit of moneys or
Eligible Obligations, as aforesaid, the Company shall, as promptly as
practicable, give a notice, in the same manner as a notice of redemption with
respect to such Securities, to the Holders of such Securities to the effect that
such deposit has been made and the effect thereof.

          Notwithstanding that any Securities shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company and
the Trustee in respect of such Securities under Sections 304, 305, 306, 404,
602, 603, 907 and 914 and this Article shall survive.

          The Company shall pay, and shall indemnify the Trustee or any Paying
Agent with which Eligible Obligations shall have been deposited as provided in
this Section against, any tax, fee or other charge imposed on or assessed
against such Eligible Obligations or the principal or interest received in
respect of such Eligible Obligations, including, but not limited to, any such
tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit.

          Anything herein to the contrary notwithstanding, (a) if, at any time
after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied and discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, (i) shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable Federal or State
bankruptcy, insolvency or other similar law, or (ii) are unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, such Security shall
thereupon be deemed retroactively not to have been paid and any satisfaction and
discharge of the Company's indebtedness in respect thereof shall retroactively
be deemed not to have been effected, and such Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the Company's indebtedness
in respect of any Security shall be subject to the provisions of the last
paragraph of Section 603.

SECTION 702.  SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall upon Company Request cease to be of further
effect (except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute such instruments as the Company shall


                                       34

<PAGE>

reasonably request to evidence and acknowledge the satisfaction and discharge of
this Indenture, when:

               (a) no Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of Section
701, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

          Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 602, 603, 907 and 914 and this Article shall survive.

          Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall turn over to the Company any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Securities (other than money and Eligible Obligations held by the
Trustee pursuant to Section 703) and shall execute and deliver to the Company
such instruments as, in the judgment of the Company, shall be necessary,
desirable or appropriate to effect or evidence the satisfaction and discharge of
this Indenture.

SECTION 703.  APPLICATION OF TRUST MONEY.

          Neither the Eligible Obligations nor the money deposited pursuant to
Section 701, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of and premium, if any, and
interest, if any, on the Securities or portions of principal amount thereof in
respect of which such deposit was made, all subject, however, to the provisions
of Section 603; provided, however, that any cash received from such principal or
interest payments on such Eligible Obligations, if not then needed for such
purpose, shall, to the extent practicable and upon Company Request and delivery
to the Trustee of the documents referred to in clause (y) in the first paragraph
of Section 701, be invested in Eligible Obligations of the type described in
clause (b) in the first paragraph of Section 701 maturing at such times and in
such amounts as shall be sufficient, together with any other moneys and the
proceeds of any other Eligible Obligations then held by the Trustee, to pay when
due the principal of and premium, if any, and interest, if any, due and to
become due on such Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid over to the
Company as received, free and clear of any trust, lien or pledge under this
Indenture (except the lien provided by Section 907); and provided, further, that
any moneys held in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium,
if any, and interest, if any, then due on such Securities shall be paid over to
the Company free and clear of any trust, lien or pledge under this Indenture
(except the lien provided by Section 907); and provided, further, that if an


                                       35

<PAGE>

Event of Default shall have occurred and be continuing, moneys to be paid over
to the Company pursuant to this Section shall be held until such Event of
Default shall have been waived or cured.

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801.  EVENTS OF DEFAULT.

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events:

               (a) default in the payment of any interest on any Security of
          such series when it becomes due and payable and continuance of such
          default for a period of 30 days; provided, however, that no such
          default shall constitute an "Event of Default" if the Company has made
          a valid extension of the interest payment period with respect to the
          Securities of such series, of which such Security is a part, if so
          provided as contemplated by Section 301; or

               (b) default in the payment of the principal of or premium, if
          any, on any Security of such series when it becomes due and payable;
          provided, however, that no such default shall constitute an "Event of
          Default" if the Company has made a valid extension of the Maturity of
          the Securities of the series, of which such Security is a part, if so
          provided as contemplated by Section 301; or

               (c) default in the performance of, or breach of, any covenant or
          warranty of the Company in this Indenture (other than a covenant or
          warranty a default in the performance of which or breach of which is
          elsewhere in this Section specifically dealt with or which has
          expressly been included in this Indenture solely for the benefit of
          one or more series of Securities other than such series) and
          continuance of such default or breach 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 such
          series, a written notice specifying such default or breach and
          requiring it to be remedied and stating that such notice is a "Notice
          of Default" hereunder, unless the Trustee, or the Trustee and the
          Holders of a principal amount of Securities of such series not less
          than the principal amount of Securities the Holders of which gave such
          notice, as the case may be, shall agree in writing to an extension of
          such period prior to its expiration; provided, however, that the
          Trustee, or the Trustee and the Holders of such principal amount of
          Securities of such series, as the case may be, shall be deemed to have
          agreed to an extension of such period if corrective action is
          initiated by the Company within such period and is being diligently
          pursued; or

               (d) the entry by a court having jurisdiction in the premises of
          (1) a decree or order for relief in respect of the Company in an
          involuntary case or proceeding under any applicable Federal or State
          bankruptcy, insolvency, reorganization or other similar law or (2) a
          decree or order adjudging the Company a bankrupt or insolvent, or
          approving as properly filed a petition by one or more Persons other
          than the Company seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company under any applicable
          Federal or State law, or appointing a custodian, receiver, liquidator,


                                       36

<PAGE>

          assignee, trustee, sequestrator or other similar official for the
          Company or for any substantial part of its property, or ordering the
          winding up or liquidation of its affairs, and any such decree or order
          for relief or any such other decree or order shall have remained
          unstayed and in effect for a period of 60 consecutive days; or

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

               (f) any other Event of Default specified with respect to
          Securities of such series.

SECTION 802.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default shall have occurred and be continuing with
respect to Securities of any series at the time Outstanding, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal amount (or, if
any of the Securities of such series are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof
as contemplated by Section 301) of all of the Securities of such series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon receipt by the Company of notice of such
declaration such principal amount (or specified amount) shall become immediately
due and payable; provided, however, that if an Event of Default shall have
occurred and be continuing with respect to more than one series of Securities,
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, may make
such declaration of acceleration, and not the Holders of the Securities of any
one of such series.

          At any time after such a declaration of acceleration with respect to
Securities of any series shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, such declaration and its consequences
shall, without further act, be deemed to have been rescinded and annulled, if

               (a)   the Company shall have paid or deposited with the Trustee a
          sum sufficient to pay


                                       37

<PAGE>

                        (1)  all overdue interest, if any, on all Securities of
                such series then Outstanding;

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

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

                        (4) all amounts due to the Trustee under Section 907;
          and

               (b) all Events of Default with respect to Securities of such
          series, other than the non payment of the principal of Securities of
          such series which shall have become due solely by such declaration of
          acceleration, shall have been cured or waived as provided in Section
          813.

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

SECTION 803.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          If an Event of Default described in clause (a) or (b) of Section 801
shall have occurred, the Company shall, upon demand of the Trustee, pay to it,
for the benefit of the Holders of the Securities of the series with respect to
which such Event of Default shall have occurred, the whole amount then due and
payable on such Securities for principal and premium, if any, and interest, if
any, and, to the extent permitted by law, interest on premium, if any, and on
any overdue principal and interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under Section 907.

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

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


                                       38

<PAGE>

SECTION 804.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the whole amount of principal,
     premium, if any, and interest, if any, owing and unpaid in respect of the
     Securities and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of the Trustee (including any
     claim for amounts due to the Trustee under Section 907) and of the Holders
     allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, be a member of a creditors' or
similar other committee.

SECTION 805.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806.  APPLICATION OF MONEY COLLECTED.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, to the extent permitted by law, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or premium, if any, or interest, if any, upon presentation
of the Securities in respect of which or for the benefit of which such money


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<PAGE>

shall have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     907;

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

          THIRD: To the payment of the remainder, if any, to the Company or to
     whomsoever may be lawfully entitled to receive the same or as a court of
     competent jurisdiction may direct.

SECTION 807.  LIMITATION ON SUITS.

          No Holder shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

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

          (b) the Holders of 25% in aggregate principal amount of the
     Outstanding Securities of all series in respect of which an Event of
     Default shall have occurred and be continuing, considered as one class,
     shall have made written request to the Trustee to institute proceedings in
     respect of such Event of Default in its own name as Trustee hereunder;

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

          (d) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity shall have failed to institute any such proceeding;
     and

          (e) no direction inconsistent with such written request shall have
     been given to the Trustee during such 60-day period by the Holders of a
     majority in aggregate principal amount of the Outstanding Securities of all
     series in respect of which an Event of Default shall have occurred and be
     continuing, considered as one class;

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


                                       40

<PAGE>

SECTION 808.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

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

SECTION 809.  RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 811.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 812.  CONTROL BY HOLDERS OF SECURITIES.

          If an Event of Default shall have occurred and be continuing in
respect of a series of Securities, the Holders of a majority in principal amount
of the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, however, that if an Event of
Default shall have occurred and be continuing with respect to more than one
series of Securities, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, shall
have the right to make such direction, and not the Holders of the Securities of
any one of such series; and provided, further, that


                                       41

<PAGE>

          (a)   such direction shall not be in conflict with any rule of law or
     with this Indenture, and could not involve the Trustee in personal
     liability in circumstances where indemnity would not, in the Trustee's sole
     discretion, be adequate, and

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

SECTION 813.  WAIVER OF PAST DEFAULTS.

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

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

          (b) in respect of a covenant or provision hereof which under Section
     1202 cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

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

SECTION 814.  UNDERTAKING FOR COSTS.

          The Company and the Trustee agree, and each Holder 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, in each case
in the manner, to the extent, and subject to the exceptions provided in the
Trust Indenture Act; provided, that the provisions of this Section shall not be
deemed to authorize any court to require such an undertaking in and shall not
apply to, any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Securities then Outstanding, or to any suit instituted
by any Holder 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 Stated Maturity or
Maturities expressed in such Security (or in the case of redemption, on or after
the Redemption Date).

SECTION 815.  WAIVER OF USURY, STAY OR EXTENSION LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants


                                       42

<PAGE>

or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE NINE

                                   THE TRUSTEE

SECTION 901.  CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except during the continuance of an Event of Default with
respect to Securities of any series,

               (1) the Trustee undertakes to perform, with respect to Securities
          of such series, such duties and only such duties as are specifically
          set forth in this Indenture, and no implied covenants or obligations
          shall be read into this Indenture against the Trustee; and

               (2) in the absence of bad faith on its part, the Trustee may,
          with respect to Securities of such series, conclusively rely, as to
          the truth of the statements and the correctness of the opinions
          expressed therein, upon certificates or opinions furnished to the
          Trustee and conforming to the requirements of this Indenture; but in
          the case of any such 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) In case an Event of Default with respect to Securities of any
series shall have occurred and be continuing, the Trustee shall exercise, with
respect to Securities of such series, 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.

          (c) 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 willful misconduct, except that

               (1) this subsection shall not be construed to limit the effect of
          subsection (a) of this Section;

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

               (3) 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 a majority in principal amount of the
          Outstanding Securities of any one or more series, as provided herein,
          relating to the time, method and place of conducting any proceeding
          for any remedy available to the Trustee, or exercising any trust or


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<PAGE>

          power conferred upon the Trustee, under this Indenture with respect to
          the Securities of such series; and

               (4) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers, if it shall have reasonable
          grounds for believing that repayment of such funds or adequate
          indemnity against such risk or liability is not reasonably assured to
          it.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 902.  NOTICE OF DEFAULTS.

          The Trustee shall give notice of any default hereunder with respect to
the Securities of any series to the Holders of Securities of such series in the
manner and to the extent required to do so by the Trust Indenture Act, unless
such default shall have been cured or waived; provided, however, that in the
case of any default of the character specified in Section 801(c), no such notice
to Holders shall be given until at least 45 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time, or both, would become, an Event of Default with
respect to the Securities of such series.

SECTION 903.  CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

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

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

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

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


                                       44

<PAGE>

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

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

          (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 and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

          (h) the Trustee shall not be charged with knowledge of any Event of
     Default with respect to the Securities of any series for which it is acting
     as Trustee unless either (1) a Responsible Officer of the Trustee assigned
     to the Corporate Trust Office of the Trustee (or any successor division or
     department of the Trustee) shall have actual knowledge of the Event of
     Default or (2) written notice of such Event of Default shall have been
     given to the Trustee by the Company or any other obligor on such
     Securities, or by any Holder of such Securities.

SECTION 904.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

          The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 905.  MAY HOLD SECURITIES.

          Each of the Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 908 and 913, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


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<PAGE>

SECTION 906.  MONEY HELD IN TRUST.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds, except to the extent required by law. The Trustee shall be
under no liability for interest on or investment of any money received by it
hereunder except as expressly provided herein or otherwise agreed with, and for
the sole benefit of, the Company.

SECTION 907.  COMPENSATION AND REIMBURSEMENT.

          The Company agrees

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

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

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

          As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, other than
property and funds held in trust under Section 703 (except moneys payable to the
Company as provided in Section 703).

SECTION 908.  DISQUALIFICATION; CONFLICTING INTERESTS.

          If the Trustee shall have or acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of the Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the Securities of
any other series.

SECTION 909.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be


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<PAGE>

          (a) a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority, or

          (b) if and to the extent permitted by the Commission by rule,
regulation or order upon application, a corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency 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

and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section and the Trust Indenture Act, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 910.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 911.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 911 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

          (d)  If at any time:

               (1) the Trustee shall fail to comply with Section 908 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 909 or
          Section 310(a) of the Trust Indenture Act and shall fail to resign
          after written request therefor by the Company or by any such Holder,
          or


                                       47

<PAGE>

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

then, in any such case, (x) the Company by Board Resolutions may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause
(other than as contemplated by clause (y) in subsection (d) or this Section),
with respect to the Securities of one or more series, the Company, by Board
Resolutions, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time (subject to Section 915) there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 911. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

          (f) So long as no event which is, or after notice or lapse of time, or
both, would become, an Event of Default shall have occurred and be continuing,
and except with respect to a Trustee appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities pursuant to
subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) Board Resolutions of the Company appointing a successor Trustee,
effective as of a date specified therein, and (ii) an instrument of acceptance
of such appointment, effective as of such date, by such successor Trustee in
accordance with Section 911, the Trustee shall be deemed to have resigned as
contemplated in subsection (b) of this Section, the successor Trustee shall be
deemed to have been appointed by the Company pursuant to subsection (e) of this
Section and such appointment shall be deemed to have been accepted as
contemplated in Section 911, all as of such date, and all other provisions of
this Section and Section 911 shall be applicable to such resignation,
appointment and acceptance except to the extent inconsistent with this
subsection (f).

          (g) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each


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<PAGE>

appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in Section
106. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.

SECTION 911.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

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


                                       49

<PAGE>

SECTION 912.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 913.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If the Trustee shall be or become a creditor of the Company or any
other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company, or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act (a) the term "cash
transaction" shall have the meaning provided in Rule 11b-4 under the Trust
Indenture Act, and (b) the term "self-liquidating paper" shall have the meaning
provided in Rule 11b-6 under the Trust Indenture Act.

SECTION 914.  APPOINTMENT OF AUTHENTICATING AGENT.

          The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities of one or more series, or any Tranche thereof, which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State or territory thereof
or the District of Columbia or the Commonwealth of Puerto Rico, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.


                                       50

<PAGE>

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

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

          Unless appointed at the request of the Company pursuant to the last
paragraph of this Section 914, the Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such payments,
in accordance with and subject to the provisions of Section 907.

          The provisions of Sections 308, 904 and 905 shall be applicable to
each Authenticating Agent.

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

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

                                             The Chase Manhattan Bank,
                                             as Trustee


                                             By______________________
                                                As Authenticating
                                                     Agent

                                             By______________________
                                                Authorized Officer


                                       51

<PAGE>

          If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee, an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

SECTION 915.  CO-TRUSTEE AND SEPARATE TRUSTEES.

          At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the Securities then Outstanding,
the Company shall for such purpose join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to appoint, one
or more Persons approved by the Trustee either to act as co-trustee, jointly
with the Trustee, or to act as separate trustee, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section.
If the Company does not join in such appointment within 15 days after the
receipt by it of a request so to do, or if an Event of Default shall have
occurred and be continuing, the Trustee alone shall have power to make such
appointment.

          Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

          Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

          (a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;

          (b) the rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed either by the
Trustee or by the Trustee and such co-trustee or separate trustee jointly, as
shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee.

          (c) the Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Company, may accept the resignation of or remove
any co-trustee or separate trustee appointed under this Section, and, if an


                                       52

<PAGE>

Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company. Upon the written request of the
Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section;

          (d) no co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Trustee, or any other such
trustee hereunder, and the Trustee shall not be personally liable by reason of
any act or omission of any such co-trustee or separate trustee; and

          (e)  any Act of Holders delivered to the Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.  LISTS OF HOLDERS.

          Semiannually, not later than June 30 and December 31 in each year, and
at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and
similar information received by it in any other capacity and afford to the
Holders access to information so preserved by it, all to such extent, if any,
and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the
Security Registrar.

SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

          The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the time and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than November 15 in each calendar year with
respect to the 12-month period ending on the preceding September 15, commencing
September 15, 2001. A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange.

          The Company shall file with the Trustee (within thirty (30) days after
filing with the Commission in the case of reports that pursuant to the Trust
Indenture Act must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act.


                                       53

<PAGE>

                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

          The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless

          (a) the Person formed by such consolidation or into which the Company
     is merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Company, substantially as an
     entirety shall be a corporation organized and existing under the laws of
     the United States, 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, the due and
     punctual payment of the principal of and premium, if any, and interest, if
     any, on all Outstanding Securities and the performance of every covenant of
     this Indenture on the part of the Company to be performed or observed;

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

          (c) the Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance or other transfer or lease and such
     indenture supplemental hereto complies with this Article and that all
     conditions precedent herein provided for relating to such transactions have
     been complied with.

SECTION 1102.  SUCCESSOR PERSON SUBSTITUTED.

          Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance or other transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 1101, the successor Person formed by such consolidation or into
which the Company is merged or the Person to which such conveyance, or other
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of and released from all obligations and covenants under this Indenture
and the Securities Outstanding hereunder (unless the Company shall have
delivered to the Trustee an instrument waiving such relief and release), and the
Trustee shall acknowledge in writing that the Company has been so relieved and
released.

SECTION 1103.  LIMITATIONS.

          For purposes of clarification and not in limitation of the provisions
of Section 1101, nothing in this Indenture shall be deemed to prevent or
restrict:


                                       54

<PAGE>

          (a)  any consolidation or merger after the consummation of which the
     Company would be the surviving or resulting corporation, or

          (b) any conveyance or other transfer, or lease of any part of the
     properties of the Company which does not constitute the entirety, or
     substantially the entirety, thereof, or

          (c) the approval by the Company of, or the consent by the Company to,
     any consolidation or merger of any direct or indirect subsidiary or
     affiliate of the Company, or any conveyance, transfer or lease by any such
     subsidiary or affiliate of any of its assets.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

          (a) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities all as provided in Article Eleven; or

          (b) to add one or more covenants of the Company or other provisions
     for the benefit of the Holders of all or any series of Securities, or any
     Tranche thereof or to surrender any right or power herein conferred upon
     the Company (and if such covenants are to be for the benefit of less than
     all series of Securities, stating that such covenants are expressly being
     included solely for the benefit of such series); or

          (c) to add any additional Events of Default with respect to all or any
     series of Securities Outstanding hereunder (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); or

          (d) to change or eliminate any provision of this Indenture or to add
     any new provision to this Indenture; provided, however, that if such
     change, elimination or addition shall adversely affect the interests of the
     Holders of Securities of any series or Tranche Outstanding on the date of
     such supplemental indenture in any material respect, such change,
     elimination or addition shall become effective with respect to such series
     or Tranche only pursuant to the provisions of Section 1202 hereof or when
     no Security of such series or Tranche remains Outstanding; or

          (e)  to provide collateral security for the Securities of any series;
     or

          (f)  to establish the form or terms of Securities of any series or
     Tranche as contemplated by Sections 201 and 301; or


                                       55

<PAGE>

          (g) to provide for the authentication and delivery of bearer
     securities and coupons appertaining thereto representing interest, if any,
     thereon and for the procedures for the registration, exchange and
     replacement thereof and for the giving of notice to, and the solicitation
     of the vote or consent of, the holders thereof, and for any and all other
     matters incidental thereto; or

          (h) to evidence and provide for the acceptance of appointment
     hereunder by a separate or successor Trustee with respect to the Securities
     of one or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 911(b); or

          (i) to provide for the procedures required to permit the Company to
     utilize, at its option, a non certificated system of registration for all,
     or any series or Tranche of, the Securities; or

          (j) to change any place or places where (1) the principal of and
     premium, if any, and interest, if any, on all or any series of Securities,
     or any Tranche thereof, shall be payable, (2) all or any series of
     Securities, or any Tranche thereof, may be surrendered for registration of
     transfer, (3) all or any series of Securities, or any Tranche thereof, may
     be surrendered for exchange and (4) notices and demands to or upon the
     Company in respect of all or any series of Securities, or any Tranche
     thereof, and this Indenture may be served; or

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

          Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

          (x) if any such amendment shall require one or more changes to any
     provisions hereof or the inclusion herein of any additional provisions, or
     shall by operation of law be deemed to effect such changes or incorporate
     such provisions by reference or otherwise, this Indenture shall be deemed
     to have been amended so as to conform to such amendment to the Trust
     Indenture Act, and the Company and the Trustee may, without the consent of
     any Holders, enter into an indenture supplemental hereto to evidence such
     amendment hereof; or

          (y) if any such amendment shall permit one or more changes to, or the
     elimination of, any provisions hereof which, at the date of the execution
     and delivery hereof or at any time thereafter, are required by the Trust
     Indenture Act to be contained herein or are contained herein to reflect any
     provision of the Trust Indenture Act as in effect at such date, this
     Indenture shall be deemed to have been amended to effect such changes or
     elimination, and the Company and the Trustee may, without the consent of
     any Holders, enter into an indenture supplemental hereto to this Indenture
     to effect such changes or elimination or evidence such amendment.


                                       56

<PAGE>

SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          Subject to the provisions of Section 1201, with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series then Outstanding under this Indenture, considered as
one class, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by Board Resolutions, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture; provided, however, that if there shall be Securities of more
than one series Outstanding hereunder and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security of each series or Tranche so directly
affected,

          (a) change the Stated Maturity of the principal of, or any install-
     ment of principal of or interest on, any Security (other than pursuant to
     the terms thereof), or reduce the principal amount thereof or the rate of
     interest thereon (or the amount of any installment of interest thereon) or
     change the method of calculating such rate or reduce any premium payable
     upon the redemption thereof, or reduce the amount of the principal of a
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 802, or change the
     coin or currency (or other property), in which any Security or any premium
     or the interest thereon is payable, or impair the right to institute suit
     for the enforcement of any such payment on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption Date),
     or

          (b) reduce the percentage in principal amount of the Outstanding
     Securities of any series or any Tranche thereof, the consent of the Holders
     of which is required for any such supplemental indenture, or the consent of
     the Holders of which is required for any waiver of compliance with any
     provision of this Indenture or of any default hereunder and its
     consequences, or reduce the requirements of Section 1304 for quorum or
     voting, or

          (c) modify any of the provisions of this Section, Section 606 or
     Section 813 with respect to the Securities of any series or any Tranche
     thereof, except to increase the percentages in principal amount referred to
     in this Section or such other Sections or to provide that other provisions
     of this Indenture cannot be modified or waived without the consent of the
     Holder of each Outstanding Security affected thereby; provided, however,
     that this clause shall not be deemed to require the consent of any Holder
     with respect to changes in the references to "the Trustee" and concomitant
     changes in this Section, or the deletion of this proviso, in accordance
     with the requirements of Sections 911(b) and 1201(h).


                                       57

<PAGE>

A supplemental indenture which (x) changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of the Holders of, or which is to remain in effect only so long as there
shall be Outstanding, Securities of one or more particular series, or one or
more Tranches thereof, or (y) modifies the rights of the Holders of Securities
of such series or Tranches 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 or Tranche.

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

SECTION 1203.  EXECUTION OF SUPPLEMENTAL INDENTURES.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 901) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

SECTION 1205.  CONFORMITY WITH TRUST INDENTURE ACT.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                       58

<PAGE>

SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

          To the extent, if any, that the terms of any particular series of
Securities shall have been established in or pursuant to a Board Resolution or
an Officer's Certificate pursuant to a supplemental indenture or Board
Resolution as contemplated by Section 301, and not in an indenture supplemental
hereto, additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Board Resolution or Officer's Certificate,
as the case may be, delivered to, and accepted by, the Trustee; provided,
however, that such supplemental Board Resolution or Officer's Certificate shall
not be accepted by the Trustee or otherwise be effective unless all conditions
set forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's Certificate shall
be deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

          A meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series or Tranches.

SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

          (a) The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine, or, with the approval of the Company, at any other place. Notice of
every such meeting, 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,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

          (b) If the Trustee shall have been requested to call a meeting of the
Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, by the Company or by the Holders of 33% in aggregate principal amount
of all of such series and Tranches, considered as one class, for any purpose
specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
given the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series and Tranches in the
amount above specified, as the case may be, may determine the time and the place
in the Borough of Manhattan, The City of New York, or in such other place as
shall be determined or approved by the Company, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


                                       59

<PAGE>

          (c) Any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding Securities of such series or Tranches are present in
person or by proxy and if representatives of the Company and the Trustee are
present, or if notice is waived in writing before or after the meeting by the
Holders of all Outstanding Securities of such series, or by such of them as are
not present at the meeting in person or by proxy, and by the Company and the
Trustee.

SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

          To be entitled to vote at any meeting of Holders of Securities of one
or more, or all, series, or any Tranche or Tranches thereof, a Person shall be
(a) a Holder of one or more Outstanding Securities of such series or Tranches,
or (b) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series or Tranches by such
Holder or Holders. The only Persons who shall be entitled to attend any meeting
of Holders of Securities of any series or Tranche shall be the Persons entitled
to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

SECTION 1304.  QUORUM; ACTION.

          The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of the series and Tranches with respect to which a
meeting shall have been called as hereinbefore provided, considered as one
class, shall constitute a quorum for a meeting of Holders of Securities of such
series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series and Tranches, be dissolved. In
any other case the meeting may be adjourned for such period as may be determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 1305(e), notice of the reconvening of any meeting adjourned for more
than 30 days shall be given as provided in Section 1302(a) not less than ten
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series and Tranches which shall constitute a quorum.

          Except as limited by Section 1202, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of the
series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of such series and
Tranches, considered as one class, may be adopted at a meeting or an adjourned


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meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of such series and Tranches, considered as one
class.

          Any resolution passed or decision taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities of the series and Tranches with respect to which such
meeting shall have been held, whether or not present or represented at the
meeting.

SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
               CONDUCT AND ADJOURNMENT OF MEETINGS.

          (a) Attendance at meetings of Holders of Securities may be in person
or by proxy; and, to the extent permitted by law, any such proxy shall remain in
effect and be binding upon any future Holder of the Securities with respect to
which it was given unless and until specifically revoked by the Holder or future
Holder of such Securities before being voted.

          (b) 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 Securities in regard to proof of the holding of such
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 deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

          (c) 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 as provided in Section 1302(b), in which case the
Company or the Holders of Securities of the series and Tranches 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 vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of all series and Tranches represented at the
meeting, considered as one class.

          (d) At any meeting each Holder or proxy shall be entitled to one vote
for each $1,000 principal amount of Securities held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any 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, except as a Holder of a Security or proxy.

          (e) Any meeting duly called pursuant to Section 1302 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.


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SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

          The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities, of the series and Tranches with respect
to which the meeting shall have been called, 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 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 given as provided in Section 1302
and, if applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 1307.  ACTION WITHOUT MEETING.

          In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.

                                ARTICLE FOURTEEN

              IMMUNITY OF MEMBERS, OFFICERS, DIRECTORS AND MANAGERS

SECTION 1401.  LIABILITY LIMITED.

          No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities or any part thereof, or
for any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement
under this Indenture, against any officer, member, manager or director, as such,
past, present or future of the Company or of any predecessor or successor of the
Company (either directly or through the Company or a predecessor or successor of
the Company), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that this Indenture and all the Securities
are solely obligations of the Company, and that no personal liability whatsoever
shall attach to, or be incurred by, officer, member, manager or director, past,
present or future, of the Company or of any predecessor or successor of the
Company, either directly or indirectly through the Company or any predecessor or
successor of the Company, because of the indebtedness hereby authorized or under
or by reason of any of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or to be implied herefrom or
therefrom, and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of this Indenture and the issuance of the Securities.


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<PAGE>

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

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


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<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, all as of the day and year first above written.

                                             PPL ENERGY SUPPLY, LLC


                                             By: /s/ James E. Abel
                                                 -------------------------
                                             Name:   James E. Abel
                                             Title:  Treasurer

SEAL

ATTEST:

/s/ Diane M. Koch
--------------------------
Assistant Secretary

                                             THE CHASE MANHATTAN BANK,
                                                as Trustee

                                             By: /s/ Annette M. Marsula
                                                 -------------------------
                                             Name:   Annette M. Marsula
                                             Title:  Vice President

SEAL

ATTEST:

/s/ Taeko Fukaishi
---------------------------------
    Taeko Fukaishi, Trust Officer

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