<PAGE>

                                                                     EXHIBIT 4.1
       _________________________________________________________________



                             VERIZON NEW YORK INC.


                                       AND


                              JPMORGAN CHASE BANK

                                  AS TRUSTEE



                                  ____________


                                    INDENTURE

                         Dated as of December 1, 2001



                                  ____________



                                   Securities



       _________________________________________________________________
<PAGE>

       _________________________________________________________________

                             CROSS-REFERENCE TABLE



    Section of
  Trust Indenture Act                     Section of
  of 1939, as amended                     Indenture

  310(a).............................      7.09
  310(b).............................      7.08
                                           7.10
  310(c).............................      Inapplicable
  311(a).............................      7.13(a)
  311(b).............................      7.13(b)
  311(c).............................      Inapplicable
  312(a).............................      5.01
                                           5.02(a)
  312(b).............................      5.02(b)
  312(c).............................      5.02(c)
  313(a).............................      5.04(a)
  313(b).............................      5.04(b)
  313(c).............................      5.04(a)
                                           5.04(b)
  313(d).............................      5.04(c)
  314(a).............................      5.03
  314(b).............................      Inapplicable
  314(c).............................      13.06
  314(d).............................      Inapplicable
  314(e).............................      13.06
  314(f).............................      Inapplicable
  315(a).............................      7.01(a)
                                           7.02
  315(b).............................      6.07
  315(c).............................      7.01
  315(d).............................      7.01(b)
                                           7.01(c)
  315(e).............................      6.08
  316(a).............................      6.06
                                           8.04
  316(b).............................      6.04
  316(c).............................      8.01
  317(a).............................      6.02
  317(b).............................      4.04
  318(a).............................      13.08



       _________________________________________________________________

                                       i

<PAGE>

                               TABLE OF CONTENTS*
                               __________________

                                                           Page

PARTIES.....................................................  1

                            RECITALS:

Purpose of Indenture........................................  1
Compliance with legal requirements..........................  1
Purpose of and consideration for Indenture..................  1


                           ARTICLE ONE
                           DEFINITIONS


SECTION 1.01. Certain terms defined; other terms defined in
              Trust Indenture Act of 1939, as amended or by
              reference therein in Securities Act of 1933,
              as amended, to have meanings therein
              assigned......................................  2

 Affiliate..................................................  2
 Authenticating Agent.......................................  2
 Board of Directors.........................................  2
 Board Resolution...........................................  2
 Business day...............................................  2
 Certificate................................................  3
 Corporate Trust Office.....................................  2
 Company....................................................  3
 Default....................................................  3
 Depositary.................................................  3
 Event of Default...........................................  3
 First Mortgage Bonds.......................................  3
 Global Security............................................  3
 Governmental Obligations...................................  3
 Indenture..................................................  4
 Interest payment date......................................  4
 Officers' Certificate......................................  4
 Opinion of Counsel.........................................  4
 Outstanding................................................  4
 Predecessor Security.......................................  4
 Responsible officer........................................  5
 Security or Securities.....................................  5
 Securityholder.............................................  5
 Subsidiary.................................................  5
 Trustee....................................................  5
 Trust Indenture Act of 1939, as amended....................  5


__________

* This Table of Contents does not constitute part of the
Indenture and should not have any bearing upon the interpretation
of any of its terms or provisions.



                                      ii

<PAGE>

                            ARTICLE TWO
         ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
                     AND EXCHANGE OF SECURITIES

                                                               Page

SECTION 2.01.  Designation, terms, amount, authentication
               and delivery of Securities.......................  6

SECTION 2.02.  Form of Securities and Trustee's certificate.....  7

SECTION 2.03.  Date and denominations of Securities, and
               provisions for payment of principal, premium
               and interest.....................................  7

SECTION 2.04.  Execution of Securities..........................  9

SECTION 2.05.  Exchange of Securities........................... 10

               (a) Registration and transfer of Securities...... 10

               (b) Securities to be accompanied by proper
                   instruments of transfer...................... 10

               (c) Charges upon exchange, transfer or
                   registration of Securities................... 10

               (d) Restrictions on transfer or exchange at
                   time of redemption........................... 10

SECTION 2.06.  Temporary Securities............................. 11

SECTION 2.07.  Mutilated, destroyed, lost or stolen Securities.. 11

SECTION 2.08.  Cancellation of surrendered Securities........... 12

SECTION 2.09.  Provisions of Indenture and Securities for
               sole benefit of parties and Securityholders...... 12

SECTION 2.10.  Appointment of Authenticating Agent.............. 12

SECTION 2.11.  Global Securities................................ 13

               (a)  Authentication and delivery................. 13

               (b)  Limitation on Transfer...................... 13

               (c)  Exchange of Global Securities for
                    definitive Securities....................... 13

                                      iii

<PAGE>

                           ARTICLE THREE
        REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                                                               Page

SECTION 3.01.  Redemption of Securities......................... 14

SECTION 3.02.  (a)  Notice of redemption........................ 14

               (b)  Selection of Securities in case less than
                    all Securities to be redeemed............... 14

SECTION 3.03.  (a)  When Securities called for redemption
                    become due and payable...................... 15

               (b)  Receipt of new Security upon partial
                    payment..................................... 15

SECTION 3.04.  Sinking Fund for Securities...................... 15

SECTION 3.05.  Satisfaction of Sinking Fund Payments with
               Securities....................................... 16

SECTION 3.06.  Redemption of Securities for Sinking Fund........ 16

                                 ARTICLE FOUR
                      PARTICULAR COVENANTS OF THE COMPANY



SECTION 4.01.  Payment of principal of (and premium, if any)
               and interest on Securities....................... 16

SECTION 4.02.  Maintenance of office or agency for payment
               of Securities; designation of office or agency
               for payment, registration, transfer-and
               exchange of Securities........................... 16

SECTION 4.03.  (a) Duties of paying agent....................... 17

               (b) Company as paying agent...................... 17

               (c) Holding sums in trust........................ 17

SECTION 4.04.  Appointment to fill vacancy in office
               of Trustee....................................... 18

SECTION 4.05.  Covenant against certain prior liens............. 18

SECTION 4.06.  Restriction on consolidation, merger or sale..... 19



                                      iv

<PAGE>

                            ARTICLE FIVE
         SECURITYHOLDERS' LISTS, AND REPORTS BY THE COMPANY
                          AND THE TRUSTEE

                                                               Page

SECTION 5.01.  Company to furnish Trustee information as to
               names and addresses of Securityholders........... 19

SECTION 5.02.  (a)  Trustee to preserve information as to
                    names and addresses of Securityholders
                    received by it in capacity of paying agent.. 19

               (b)  Trustee may destroy list of Securityholders
                    on certain conditions....................... 19

               (c)  Trustee to make information as to names and
                    addresses of Securityholders available to
                    "applicants" or mail communications to
                    Securityholders in certain circumstances.... 20

               (d)  Procedure if Trustee elects not to make
                    information available to applicants......... 20


               (e)  Company and Trustee not accountable for
                    disclosure of information................... 20

SECTION 5.03.  (a)  Annual and other reports to be filed by
                    Company with Trustee........................ 21

               (b)  Additional information and reports to be
                    filed with Trustee and Securities and
                    Exchange Commission......................... 21

               (c)  Summaries of information and reports to be
                    transmitted by Company to Securityholders... 21

               (d)  Annual Certificate to be furnished to the
                    Trust....................................... 21

SECTION 5.04.  (a)  Trustee to transmit annual report to
                    Securityholders............................. 21

               (b)  Trustee to transmit certain further reports
                    to Securityholders.......................... 22

               (c)  Copies of reports to be filed with stock
                    exchanges and Securities and Exchange
                    Commission.................................. 22

                                       v
<PAGE>

                          ARTICLE SIX
          REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                     UPON EVENT OF DEFAULT

                                                                Page

SECTION 6.01.  (a)  Events of Default defined.................... 23

               (b)  Acceleration of maturity upon Event of
                    Default...................................... 23

               (c)  Waiver of default and rescission of
                    declaration of maturity...................... 24

               (d)  Restoration of former position and rights
                    upon curing default.......................... 24


SECTION 6.02.  (a)  Covenant of Company to pay to Trustee whole
                    amount due on Securities on default in payment
                    of interest or principal (and premium, if
                    any)......................................... 24

               (b)  Trustee may recover judgment for whole amount
                    due on Securities on failure of Company to
                    pay.......................................... 25

               (c)  Filing of proof of claim by Trustee in
                    bankruptcy, reorganization or receivership
                    proceedings.................................. 25

               (d)  Rights of action and of asserting claims may
                    be enforced by Trustee without possession of
                    Securities................................... 25

SECTION 6.03.  Application of moneys collected by Trustee........ 26

SECTION 6.04.  Limitation on suits by holders of Securities...... 26

SECTION 6.05.  (a)  Remedies cumulative.......................... 27

               (b)  Delay or omission in exercise of rights not
                    waiver of default............................ 27

SECTION 6.06.  Rights of holders of majority in principal amount
               of Securities to direct Trustee and to waive
               defaults.......................................... 27

SECTION 6.07.  Trustee to give notice of defaults known to it,
               but may withhold in certain circumstances......... 27

SECTION 6.08.  Requirements of an undertaking to pay costs
               in certain suits under Indenture or against
               Trustee........................................... 28

                                      vi
<PAGE>

                          ARTICLE SEVEN
                      CONCERNING THE TRUSTEE

                                                                Page

SECTION 7.01.  (a)  Upon Event of Default occurring and
                    continuing, Trustee shall exercise powers
                    vested in it, and use same degree of care and
                    skill in their exercise, as prudent
                    individual would use......................... 29

               (b)  Trustee not relieved from liability for
                    negligence or willful misconduct except as
                    provided in this section..................... 29

               (1)  Prior to Event of Default and after the
                    curing of all Events of Default which may
                    have occurred................................ 29

               (i)  Trustee not liable except for performance of
                    duties specifically set forth................ 29

               (ii) In absence of bad faith, Trustee may
                    conclusively rely on certificates or opinions
                    furnished it hereunder, subject to duty to
                    examine the same if specifically required to
                    be furnished to it........................... 29

               (2)  Trustee not liable for error of judgment made
                    in good faith by responsible officer unless
                    Trustee negligent............................ 29

               (3)  Trustee not liable for action or non-action
                    in accordance with direction of holders of
                    majority in principal amount of Securities... 29

               (4)  Trustee need not expend own funds without
                    adequate indemnity........................... 29

SECTION 7.02.  Subject to provisions of Section 7.01:

               (a)  Trustee may rely on documents believed
                    genuine and properly signed or presented..... 29

               (b)  Sufficient evidence by certain instruments
                    provided for................................. 29

               (c)  Trustee may consult with counsel and act on
                    advice or Opinion of Counsel................. 30

               (d)  Trustee may require indemnity from
                    Securityholders.............................. 30

               (e)  Trustee not liable for actions in good faith
                    believed to be authorized.................... 30

               (f)  Prior to Event of Default Trustee not bound
                    to investigate facts or matters stated in
                    certificates, etc., unless requested in
                    writing by Securityholders................... 30

               (g)  Trustee may perform duties directly or
                    through agents or attorneys.................. 30

                                      vii
<PAGE>

                                                                Page

SECTION 7.03.  (a)  Trustee not liable for recitals in
                    Indenture or in Securities................... 30

               (b)  No representations by Trustee as to validity
                    or Indenture or of Securities................ 30

               (c)  Trustee not accountable for use of Securities
                    or proceeds.................................. 30

SECTION 7.04.  Trustee, paying agent or Security Registrar
               may own Securities................................ 31

SECTION 7.05.  Moneys received by Trustee to be held in
               trust without interest............................ 31

SECTION 7.06.  (a)  Trustee entitled to compensation,
                    reimbursement and indemnity.................. 31

               (b)  Obligations to Trustee to be secured by lien
                    prior to Securities.......................... 31

               (c)  Certain expenses of Trustee considered
                    expenses of administration in a bankruptcy
                    proceeding................................... 31

SECTION 7.07.  Right of Trustee to rely on certificate of
               officers of Company where no other evidence
               specifically prescribed........................... 31

SECTION 7.08.  (a)  Trustee acquiring conflicting interest to
                    eliminate conflict or resign................. 31

               (b)  Notice to Securityholders in case of failure
                    to comply with subsection (a)................ 32

               (c)  Definition of conflicting interest........... 32

               (d)  Definition of certain terms.................. 35

               (e)  Calculation of percentages of Securities..... 35

               (f)  Trustee resignation not required under
                    certain circumstances........................ 36

                                     viii
<PAGE>

                                                                Page

SECTION 7.09.  Requirements for eligibility of Trustee........... 37

SECTION 7.10.  (a)  Resignation of Trustee and appointment of
                    successor.................................... 37

               (b)  Removal of Trustee by Company or by court on
                    Securityholders' application................. 37

               (c)  Removal of Trustee by holders of majority in
                    principal amount of Securities............... 38

               (d)  Time when resignation or removal of Trustee
                    effective.................................... 38

               (e)  One Trustee for each series.................. 38

SECTION 7.11.  (a)  Acceptance by successor to Trustee........... 38

               (b)  Trustee with respect to less than all series. 38

               (c)  Company to confirm Trustee's rights.......... 39

               (d)  Successor Trustee to be qualified............ 39

               (e)  Notice of succession......................... 39

SECTION 7.12.  Successor to Trustee by merger, consolidation or
               succession to business............................ 39

SECTION 7.13.  (a)  Limitations on rights of Trustee as a
                    creditor to obtain payment of certain claims
                    within four months prior to default or during
                    default, or to realize on property as such
                    creditor thereafter.......................... 39

               (b)  Certain creditor relationships excluded...... 41

               (c)  Definition of certain terms.................. 42

                                      ix
<PAGE>

                          ARTICLE EIGHT
                  CONCERNING THE SECURITYHOLDERS

                                                             Page

SECTION 8.01.  Evidence of action by Securityholders.......... 43

SECTION 8.02.  Proof of execution of instruments and of
               holding of Securities.......................... 43

SECTION 8.03.  Who may be deemed owners of Securities......... 43

SECTION 8.04.  Securities owned by Company or controlled or
               controlling companies disregarded for certain
               purposes....................................... 44

SECTION 8.05.  Instruments executed by Securityholders
               bind future holders............................ 44

                           ARTICLE NINE
                     SUPPLEMENTAL INDENTURES

SECTION 9.01.  Purposes for which supplemental indenture may
               be entered into without consent of
               Securityholders................................ 45

                (a) To evidence successor to the Company and
                    assumption of covenants................... 45

                (b) To add covenants.......................... 45

                (c) To cure ambiguity......................... 45

                (d) When no securities are outstanding........ 45

SECTION 9.02.  Modification of Indenture with consent of
               Securityholders................................ 45

SECTION 9.03.  Effect of supplemental indentures.............. 46

SECTION 9.04.  Securities may bear notation of changes by
               supplemental indentures........................ 46

SECTION 9.05.  Opinion of Counsel............................. 46

                                       x
<PAGE>

                           ARTICLE TEN
                  CONSOLIDATION, MERGER AND SALE

SECTION 10.01.  Consolidations or mergers of Company and
                sales or conveyances of property of Company
                permitted...................................... 47

SECTION 10.02.  (a)  Rights and duties of successor company.... 47

                (b)  Appropriate changes may be made in
                     phraseology and form of Securities........ 47

                (c)  Company may consolidate or merge into
                     itself or acquire properties of other
                     corporations.............................. 47

SECTION 10.03.  Opinion of Counsel............................. 47

                          ARTICLE ELEVEN
             SATISFACTION AND DISCHARGE OF INDENTURE;
                         UNCLAIMED MONEYS


SECTION 11.01.  Satisfaction and discharge of Indenture........ 48

SECTION 11.02.  Discharge of Company's Obligations............. 49

SECTION 11.03.  Application by Trustee of funds deposited
                for payment of Securities...................... 49

SECTION 11.04.  Repayment of moneys held by paying agent....... 49

SECTION 11.05.  Repayment of moneys held by Trustee............ 49

                                      xi
<PAGE>

                          ARTICLE TWELVE
             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                      OFFICERS AND DIRECTORS

                                                               Page

SECTION 12.01.  Incorporators, stockholders, officers and
                directors of Company exempt from individual
                liability....................................... 49


                         ARTICLE THIRTEEN
                         SUNDRY PROVISIONS

SECTION 13.01.  Successors and assigns of Company bound by
                Indenture....................................... 50

SECTION 13.02.  Acts of board, committee or officer of
                successor company valid......................... 50

SECTION 13.03.  Surrender of powers by Company.................. 50

SECTION 13.04.  Required notices or demands may be served by
                mail............................................ 50

SECTION 13.05.  Indenture and Securities to be construed in
                accordance with laws of the State of New York... 50

SECTION 13.06.  (a) Officers' Certificate and Opinion of
                    Counsel to be furnished upon applications or
                    demands by Company.......................... 50


                (b) Statements to be included in each
                    certificate or opinion with respect to
                    compliance with condition or covenant....... 51

SECTION 13.07.  Payments due on Sundays or holidays............. 51

SECTION 13.08.  Provisions required by Trust Indenture Act of
                1939 to control................................. 51

SECTION 13.09.  Indenture may be executed in counterparts....... 51

SECTION 13.10.  Separability of Indenture provisions............ 51

ACCEPTANCE OF TRUST BY TRUSTEE.................................. 52

TESTIMONIUM..................................................... 52

SIGNATURES AND SEALS............................................ 52

ACKNOWLEDGMENTS................................................. 53


                                      xii
<PAGE>

     THIS INDENTURE, dated as of the 1st day of December, 2001 between VERIZON
NEW YORK INC., a corporation duly organized and existing under the laws of the
State of New York (hereinafter sometimes referred to as the "Company"), and
JPMorgan Chase Bank, a New York banking corporation organized and existing under
the laws of the State of New York, as trustee (hereinafter sometimes referred to
as the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
unsecured securities, debentures, notes or other evidences of indebtedness
(hereinafter referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture provided as registered Securities without coupons, to be authenticated
by the certificate of the Trustee;

     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture;

     WHEREAS, the Securities and the certificate of authentication to be borne
by the Securities (the "Certificate of Authentication") are to be substantially
in such forms as may be approved by the Board of Directors (as defined below) or
set forth in any indenture supplemental to this Indenture;

     AND WHEREAS, all acts and things necessary to make the Securities issued
pursuant hereto, when executed by the Company and authenticated and delivered by
the Trustee as in this Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed or will be
done and performed prior to the issuance of such Securities, and the execution
of this Indenture and the issuance hereunder of the Securities have been or will
be prior to issuance in all respects duly authorized, and the Company, in the
exercise of the legal right and power in it vested, executes this Indenture and
proposes to make, execute, issue and deliver the Securities;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are and are to be authenticated, issued and delivered, and in consideration of
the premises, of the purchase and acceptance of the Securities by the holders
thereof and of the sum of one dollar ($1.00) to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit (subject to the provisions of this Indenture) of the respective holders
from time to time of the Securities, without any discrimination, preference or
priority of any one Security over any other by reason of priority in the time of
issue, sale or negotiation thereof, or otherwise, except as provided herein, as
follows:

                                       1
<PAGE>

                                   ARTICLE ONE
                                   Definitions



     SECTION 1.01. The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture, any resolution of the Board of Directors of
the Company and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939, as amended, or which are by
reference in such Act defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

Affiliate:
The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by Verizon
Communications Inc., a Delaware corporation, or by one or more direct or
indirect subsidiaries of Verizon Communications Inc. or by Verizon
Communications Inc. and one or more direct or indirect subsidiaries of Verizon
Communications Inc. For the purposes only of this definition of the term
"Affiliate", the term "voting stock", as applied to the stock of any company,
shall mean stock of any class or classes having ordinary voting power for the
election of a majority of the directors of such company, other than stock having
such power only by reason of the occurrence of a contingency.

Authenticating Agent:
The term "Authenticating Agent" means an authenticating agent with respect to
all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Board of Directors:
The term "Board of Directors" shall mean the Board of Directors of the Company,
or an Executive or Special Committee of such Board.

Board Resolution:
The term "Board Resolution" shall mean 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.

Business day:
The term "business day", with respect to any series of securities, shall mean
any day other than a day on which banking institutions in the Borough of
Manhattan, the City and State of New York, as the case may be (depending on
whether an office or agency of the Company is being maintained in either such
city with respect to any such series), are authorized or obligated by law or
executive order to close.

Certificate:
The term "Certificate" shall mean a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company. The Certificate need not comply with the provisions of
Section 13.06.

                                       2
<PAGE>

Corporate Trust Office:
The term "Corporate Trust Office" shall mean the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 450 West 33rd Street, New York, New York 10001 Attention:
Institutional Trust Services.

Company:
The term "Company" shall mean Verizon New York Inc., a corporation duly
organized and existing under the laws of the State of New York, and, subject to
the provisions of Article Ten, shall also include its successors and assigns.

Default:
The term "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:
The term "Depository" shall mean, with respect to Securities of any series for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.

Event of Default:
The term "Event of Default" with respect to Securities of a
particular series shall mean any event specified in Section 6.01,
continued for the period of time, if any, therein designated.

First Mortgage Bonds:
The term "First Mortgage Bonds" shall mean the bonds outstanding from time to
time issued by the Company under and secured by the Refunding Mortgage dated
October 1, 1921 between the Company (formerly New York Telephone Company) and
Bankers Trust Company, as trustee, as amended and supplemented.

Global Security:
The term "Global Security" shall mean, with respect to any series of Securities,
a Security executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository's written instruction
(if acceptable to the Trustee) held by the Trustee as custodian for the
Depository, all in accordance with this Indenture, which shall be registered in
the name of the Depository or its nominee.

Governmental Obligations:
The term, "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depository receipt.

                                       3
<PAGE>

Indenture:
The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented.

Interest payment date:
The term "interest payment date" when used with respect to any installment of
interest on a Security of a particular series shall mean the date specified in
such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Securities of that series is due and payable.

Officers' Certificate:
The term "Officers' Certificate" shall mean a certificate signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer or
the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company. Each such certificate shall include the statements
provided for in Section 13.06, if and to the extent required by the provisions
thereof.

Opinion of Counsel:
The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:
The term "outstanding", when used with reference to Securities of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore cancelled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been cancelled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.

Predecessor Security:
The term "Predecessor Security" of any particular Security shall mean 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 2.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                                       4
<PAGE>

Responsible officer:
The term "responsible officer" when used with respect to the Trustee shall mean
the chairman of the board of directors, the president, any vice president, the
secretary, the treasurer, any trust officer, any corporate trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

Security or Securities:
The term "Security" or "Securities" shall mean any Security or Securities, as
the case may be, authenticated and delivered under this Indenture.

Securityholder:
The term "Securityholder", "holder of Securities", "registered holder", or other
similar term, shall mean the person or persons in whose name or names a
particular Security shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

Subsidiary:
The term "Subsidiary" shall mean any corporation at least a majority of whose
outstanding voting stock shall at the time be owned by the Company or by one or
more Subsidiaries or by the Company and one or more Subsidiaries. For the
purposes only of this definition of the term "Subsidiary", the term "voting
stock", as applied to the stock of any corporation, shall mean stock of any
class or classes having ordinary voting power for the election of a majority of
the directors of such corporation, other than stock having such power only by
reason of the occurrence of a contingency.

Trustee:
The term "Trustee" shall mean The Chase Manhattan Bank and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and,
if at any time there is more than one person acting in such capacity hereunder,
"Trustee" shall mean each such person. The term "Trustee" as used with respect
to a particular series of the Securities shall mean the trustee with respect to
that series.

Trust Indenture Act of 1939, as amended:
The term "Trust Indenture Act of 1939, as amended," subject to the provisions of
Sections 9.01, 9.02, and 10.01, shall mean the Trust Indenture Act of 1939, as
amended and in effect at the date of execution of this Indenture.

                                       5
<PAGE>

                                   ARTICLE TWO
                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

     SECTION 2.01. 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 up to the aggregate
principal amount of Securities of that series from time to time authorized by or
pursuant to a Board Resolution or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Securities of a particular
series. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto:

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

     (2) any limit upon the aggregate principal amount of the Securities of that
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 that series);

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

     (4) the rate or rates at which the Securities of the series shall bear
interest or the manner of calculation of such rate or rates, if any, the date or
dates from which such interest shall accrue, the interest payment dates on which
such interest shall be payable or the manner of determination of such interest
payment dates;

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

     (6) the obligation, if any, of the Company to redeem or purchase Securities
of the series pursuant to any sinking fund or analogous provisions (including
payments made in cash in anticipation of future sinking fund obligations) or at
the option of a holder thereof and the period or periods within which, the price
or prices at which, and the terms and conditions upon which, Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

     (7) the form of the Securities of the series including the form of the
Certificate of Authentication for such series;

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

     (9) whether the Securities of the series are issuable as a Global Security
and, in such case, the identity of the Depository for such series; and

     (10) any and all other terms with respect to such series (which terms shall
not be inconsistent with the terms of this Indenture).

                                       6
<PAGE>

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto.

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

     SECTION 2.02. The Securities of any series and the Trustee's Certificate of
Authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to
conform to usage.

     SECTION 2.03. The Securities shall be issuable as registered Securities and
in the denominations of $1,000 or any multiple thereof, subject to Section
2.01(8). The Securities of a particular series shall bear interest payable on
the dates and at the rate specified with respect to that series. The principal
of and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in the
coin or currency of the United States of America which at the time is legal
tender for public and private debt, at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City and State of
New York. Each Security shall be dated the date of its authentication.
Interest on the Securities shall be computed on the basis of a 360-day year
composed of twelve 30-day months; provided that interest on Securities bearing
interest of a floating rate shall be computed on the basis of a year of 365 or 3
66 days, as appropriate, for the actual number of days elapsed.

     The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any interest payment date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any interest payment date and prior to such interest payment date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any interest payment date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

                                       7
<PAGE>

     (1) The Company may make payment of any Defaulted Interest on Securities to
the persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security 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 not be more than 15 or less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the special
record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as
hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be
paid to the persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such special record date and shall be
no longer payable pursuant to the following clause (2).

     (2) The Company may make payment of any Defaulted Interest on any
Securities 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.

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an interest payment date established for such
series pursuant to Section 2.01 hereof shall occur, if such interest payment
date is the first day of a month, or the first day of the month in which an
interest payment date established for such series pursuant to Section 2.01
hereof shall occur, if such interest payment date is the fifteenth day of a
month, whether or not such date is a business day.

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

                                       8
<PAGE>

     SECTION 2.04. The Securities shall, subject to the provisions of Section
2.06, be printed on steel engraved borders or fully or partially engraved, or
legibly typed, as the proper officers of the Company may determine, and shall be
signed on behalf of the Company by its President or one of its Vice Presidents,
under its corporate seal attested by its Secretary or one of its Assistant
Secretaries. The signature of the President or a Vice President and/or the
signature of the Secretary or an Assistant Secretary in attestation of the
corporate seal, upon the Securities, may be in the form of a facsimile signature
of a present or any future President or Vice President and of a present or any
future Secretary or Assistant Secretary and may be imprinted or otherwise
reproduced on the Securities and for that purpose the Company may use the
facsimile signature of any person who shall have been a President or Vice
President, or of any person who shall have been a Secretary or Assistant
Secretary, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such person shall have ceased to be
the President or a Vice President, or the Secretary or an Assistant Secretary,
of the Company, as the case may be. The seal of the Company may be in the form
of a facsimile of the seal of the Company and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities.

     Only such Securities as shall bear thereon a certificate of authentication
substantially in the form established for such Securities, executed manually by
an authorized signatory of the Trustee, or by any Authenticating Agent with
respect to such Securities, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate executed by the
Trustee, or by any Authenticating Agent appointed by the Trustee with respect to
such Securities, upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
President or any Vice President and its Treasurer or any Assistant Treasurer,
and the Trustee in accordance with such written order shall authenticate and
deliver such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture and that such Securities, when authenticated and delivered by the
Trustee, will be duly authorized, executed and delivered and will constitute the
legal, valid and binding obligations of the Company, enforceable against it in
accordance with their terms.

     The Trustee shall not be required to authenticate such Securities if the
issue 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.

                                       9
<PAGE>

     SECTION 2.05. (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall
deliver in exchange therefor the Security or Securities of the same series
which the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

     (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company a register or
registers (herein referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall register the
Securities and the transfers of Securities as in this Article provided and which
at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed by the Board of Directors by Board
Resolution (the "Security Registrar").

     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, the Company shall execute, the Trustee shall authenticate
and such office or agency shall deliver in the name of the transferee or
transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.

     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by his duly authorized attorney in writing.

     (c) No service charge shall be made for any exchange or registration of
transfer of Securities, or issue of new Securities in case of partial redemption
of any series, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04
not involving any transfer.

     (d) The Company shall not be required (a) to issue, exchange or register
the transfer of any Securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the outstanding Securities of the same series and ending at the close
of business on the day of such mailing, nor (b) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption.

     The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

                                      10
<PAGE>

     SECTION 2.06. Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every temporary Security of any series shall be executed by the Company
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute
and will furnish definitive Securities of such series and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor
(without charge to the holders), at the office or agency of the Company
designated for the purpose in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series. Until so exchanged, the
temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder.

     SECTION 2.07. In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of the applicant's Security and of the ownership
thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issue of any substituted Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security which has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

     Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of

                                      11
<PAGE>

this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     SECTION 2.08. All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for cancellation, or,
if surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly required or permitted by any of
the provisions of this Indenture. On request of the Company, the Trustee shall
deliver to the Company cancelled Securities held by the Trustee. In the absence
of such request the Trustee may dispose of cancelled Securities in accordance
with its standard procedures and deliver a certificate of destruction to the
Company. If the Company shall otherwise acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.09. Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any person, firm or corporation,
other than the parties hereto and the holders of the Securities, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Securities.

     SECTION 2.10. So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, 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. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or State authorities. If at
any time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor

                                      12
<PAGE>

Authenticating Agent 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 as if originally
named as an Authenticating Agent pursuant hereto.

Section 2.11 (a) If the Company shall establish pursuant to Section 2.01 that
the Securities of a particular series are to be issued as a Global Security,
then the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depository or its nominee, (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's written instruction or
(if acceptable to the Trustee) held by the Trustee as custodian for the
Depository, and (iv) shall bear a legend substantially to the following effect:
'Except as otherwise provided in Section 2.11 of the Indenture, this Security
may be transferred, in whole but not in part, only to another nominee of the
Depository or to a successor Depository or to a nominee of such successor
Depository'.

     (b) Notwithstanding the provisions of Section 2.05, the Global Security of
a series may be transferred, in whole but not in part and in the manner provided
in Section 2.05, only to another nominee of the Depository for such series, or
to a successor Depository for such series selected or approved by the Company or
to a nominee of such successor Depository.

     (c) If at any time the Depository for a series of Securities notifies the
Company that it is unwilling or unable to continue as Depository for such series
or if at any time the Depository for such series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such series and the
Company will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver, Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Securities. In addition, the Company may at any time determine that
the Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series. In such event the Company will execute and subject to
Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee

                                      13
<PAGE>

shall deliver such Securities to the Depository for delivery to the persons in
whose names such Securities are so registered.


                                  ARTICLE THREE
              Redemption of Securities and Sinking Fund Provisions

     SECTION 3.01. The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.

     SECTION 3.02. (a) In case the Company shall desire to exercise such right
to redeem all or, as the case may be, a portion of the Securities of any series
in accordance with the right reserved so to do, it shall give notice of such
redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the
Security Register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such
notice to the holder of any Security of any series designated for redemption in
whole or in part, or any defect in the notice, shall not affect the validity of
the proceedings for the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in whole or in part
shall specify the particular Securities to be so redeemed. In case any Security
is to be redeemed in part only, the notice which relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

     (b) If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days' notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such
other manner as it shall deem appropriate and fair in its discretion and which
may provide for the selection of a portion or portions (equal to $1,000 or any
multiple thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter promptly

                                      14
<PAGE>

notify the Company in writing of the numbers of the Securities to be redeemed,
in whole or in part.

     The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of and at the expense of the Company. In any case in which notice of
redemption is to be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the Trustee
or such paying agent, as the case may be, such Security Register, transfer books
or other records, or suitable copies or extracts therefrom, sufficient to enable
the Trustee or such paying agent to give any notice by mail that may be required
under the provisions of this Section.

     SECTION 3.03. (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an interest payment
date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

     (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.

     SECTION 3.04. The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

                                      15
<PAGE>

     SECTION 3.05. The Company (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 3.06. Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will
also deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.


                                  ARTICLE FOUR
                       Particular Covenants of the Company

     The Company covenants and agrees for each series of the Securities as
follows:

     SECTION 4.01. The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on the Securities of that
series at the time and place and in the manner provided herein and established
with respect to such Securities.

     SECTION 4.02. So long as any series of the Securities remain outstanding,
the Company agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this Section
4.02, where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served. As to such office or agency in the Borough of Manhattan, the
City and State of New York, the Company shall, designate the required office or
agency to be located in the Borough of Manhattan, the City and State of New
York, for each Series of Securities, such designation to continue with

                                      16
<PAGE>

respect to such office or agency until the Company shall, by written notice
signed by its President or a Vice President and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands.

     SECTION 4.03. (a) If the Company shall appoint one or more paying agents
for all or any series of the Securities, other than the Trustee, the Company
will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

(1) that it will hold all sums held by it as such agent for the payment of the
principal of (and premium, if any) or interest on the Securities of that series
(whether such sums have been paid to it by the Company or by any other obligor
on such securities) in trust for the benefit of the persons entitled thereto;

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

(3) that it will, at any time during the continuance of any failure referred to
in the preceding paragraph (a)(2) above, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such paying
agent; and

(4) that it will perform all other duties of paying agent as set forth in this
Indenture.

The Company initially appoints the First Union National Bank, or its successor
by merger, as paying agent.

     (b) If the Company shall act as its own paying agent with respect to any
series of the Securities, it will on or before each due date of the principal of
(and premium, if any) or interest on Securities of that series, set aside,
segregate and hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or interest so
becoming due on Securities of that series until such sums shall be paid to such
persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. Whenever the Company shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with a paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

     (c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or 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

                                      17
<PAGE>

Trustee upon the same terms as those upon which such sums were held by the
Company or such paying agent; and, upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with
respect to such money.

     SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

     SECTION 4.05. The Company will not, while any of the Securities remain
outstanding, create, or suffer to be created or to exist, any mortgage, lien,
pledge, security interest or other encumbrance of any kind upon any property of
any character of the Company whether now owned or hereafter acquired or upon any
of the income or profits therefrom unless it shall make effective provision
whereby the Securities then outstanding shall be secured by such mortgage, lien,
pledge, security interest or other encumbrance equally and ratably with any and
all obligations and indebtedness thereby secured so long as any such obligations
and indebtedness shall be so secured; provided, however, that nothing in this
Section shall be construed to prevent the Company from creating, or from
suffering to be created or to exist, any mortgages, liens, pledges, security
interests or other encumbrances, or any agreements, with respect to:

(1) Purchase money mortgages, or other purchase money liens, pledges or
encumbrances of any kind upon property hereafter acquired by the Company, or
mortgages, liens, pledges, security interests or other encumbrances of any kind
existing on such property at the time of the acquisition thereof, or conditional
sales agreements or other title retention agreements with respect to any
property hereafter acquired; provided, however, that no such mortgage, lien,
pledge, security interest or other encumbrance, and no such agreement, shall
extend to or cover any other property of the Company;

(2) The replacement, extension or renewal of any such mortgage, lien, pledge,
security interest or other encumbrance, or of any such agreement, permitted by
the foregoing clause (1), or the replacement or renewal (without increase in
principal amount or extension of final maturity date) of the indebtedness
secured thereby;

(3) Liens for taxes or assessments or governmental charges or levies; pledges or
deposits to secure obligations under worker's compensation laws or similar
legislation; pledges or deposits to secure performance in connection with bids,
tenders, contracts (other than contracts for the payment of money) or leases to
which the Company is a party; deposits to secure public or statutory obligations
of the Company; materialmen's, mechanics', carriers', workers', repairmen's or
other like liens in the ordinary course of business, or deposits to obtain the
release of such liens; deposits to secure surety and appeal bonds to which the
Company is a party; other pledges or deposits for similar purposes in the
ordinary course of business; liens created by or resulting from any litigation
or legal proceeding which at the time is currently being contested in good faith
by appropriate proceedings; leases made, or existing on property acquired, in
the ordinary course of business; landlord's liens under leases to which the
Company is a party; zoning restrictions, easements, licenses, restrictions on
the use of real property or minor irregularities in title thereto, which do not
materially impair the use of such property in the operation of the business of
the Company or the value of such property for the purpose of such business; or

                                      18
<PAGE>

the lien of the Trustee described in Section 7.06 hereof;

(4)  First Mortgage Bonds outstanding on the date hereof and any replacement or
renewal (without increase in principal amount or extension of final maturity
date) of such outstanding First Mortgage Bonds;

(5)  First Mortgage Bonds which may be issued by the Company in connection with
a consolidation or merger of the Company with or into any Affiliate in exchange
for or otherwise in substitution for long-term senior indebtedness of such
Affiliate ("Affiliate Debt") which by its terms (i) is secured by a mortgage on
all or a portion of the property of such Affiliate, (ii) prohibits long-term
senior secured indebtedness from being incurred by such Affiliate, or a
successor thereto, unless the Affiliate Debt shall be secured equally and
ratably with such long-term senior secured indebtedness or (iii) prohibits long-
term senior secured indebtedness from being incurred by such Affiliate; or

(6) Indebtedness assumed by the Company of the character specified in clause (a)
of the second paragraph of Section 4.06 hereof.

     SECTION 4.06. The Company will not, while any of the Securities remain
outstanding, consolidate with, or merge into, or merge into itself, or sell or
convey all or substantially all of its property to, any other company unless the
provisions of Article Ten hereof are complied with.

     If upon any such consolidation or merger, or sale or conveyance, any of the
property of the Company owned by the Company prior thereto would thereupon
become subject to any mortgage, security interest, pledge or lien, the Company,
prior to such consolidation, merger, sale or conveyance, will secure the
outstanding Securities, or cause the same to be secured, equally and ratably
with the other indebtedness or obligations secured by such mortgage, security
interest, pledge or lien so long as such other indebtedness or obligations shall
be so secured; provided, however, that (a) the subjection of the property of the
Company to any mortgage, security interest, pledge or lien securing indebtedness
of an Affiliate which is required to be assumed by the Company in connection
with any merger or consolidation of such Affiliate shall be deemed excluded from
the operation of this Section and shall not require that any of the Securities
be secured; and (b) the subjection of property of the Company to any mortgage,
security interest, pledge or lien of the character referred to in clauses (1),
(2) and (3)of Section 4.05 shall be deemed excluded from the operation of this
Section and shall not require that any of the Securities be secured.


                                  ARTICLE FIVE
                Securityholders' Lists and Reports by the Company
                                 and the Trustee

     SECTION 5.01. The Company will furnish or cause to be furnished to the
Trustee (a) semi-annually, not more than 15 days after each regular record date
(as defined in Section 2.03) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of each series of Securities
as of such regular record date and (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, no such list need
be furnished for any series for which the Trustee shall be the Security
Registrar.

     SECTION 5.02. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

     (b) The Trustee may destroy any list furnished to it as provided in Section
5.01 upon receipt of a new list so furnished.

     (c) In case three or more holders of Securities of a series (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the

                                      19
<PAGE>

Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Securities of such series or holders of all Securities with respect to their
rights under this Indenture or under such Securities, and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

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

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

     (d) If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each holder of such series or of all Securities, as the case may be,
whose name and address appears in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section, a
copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the holders of Securities of such series or
of all Securities, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If said
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (e) Each and every holder of the Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
subsection (b) of this Section, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under said subsection
(b).

                                      20
<PAGE>

     SECTION 5.03. (a) The Company covenants and agrees to file with the
Trustee, within 15 days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
said Commission, in accordance with the rules and regulations prescribed from
time to time by said Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

     (b) The Company covenants and agrees to file with the Trustee and the
Securities and Exchange Commission, in accordance with the rules and regulations
prescribed from time to time by said Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

     (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable over-night delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission.

     (d) The Company covenants and agrees to furnish to the Trustee, on or
before May 15 in each calendar year in which any of the Securities are
outstanding, or on or before such other day in each calendar year as the Company
and the Trustee may from time to time agree upon, a certificate from the
principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture. For purposes of this subsection
(d), such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture.

     SECTION 5.04. (a) On or before July 15 in each year in which any Securities
are outstanding hereunder, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15,
with respect to any of the following events which may have occurred within the
previous twelve months (but if no such event has occurred within such period no
report need be transmitted):

(1) any change to its eligibility under Section 7.09, and its qualifications
under Section 7.08;

(2) the creation of or any material change to a relationship specified in
paragraphs (1) through (10) of subsection (c) of Section 7.08;

(3) the character and amount of any advances (and if the Trustee elects so to

                                      21
<PAGE>

state, the circumstances surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and for the reimbursement
of which it claims or may claim a lien or charge, prior to that of the
Securities, on any property or funds held or collected by it as Trustee if such
advances so remaining unpaid aggregate more than 1/2 of 1% of the principal
amount of the Securities outstanding on the date of such report;

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

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

(6) any release, or release and substitution, of property subject to the lien of
this Indenture (and the consideration thereof, if any) which it has not
previously reported;

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

(8) any action taken by the Trustee in the performance of its duties under this
Indenture which it has not previously reported and which in its opinion
materially affects the Securities or the Securities of any series, except any
action in respect of a default, notice of which has been or is to be withheld by
it in accordance with the provisions of Section 6.07.

     (b) The Trustee shall transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register,
a brief report with respect to the character and amount of any advances (and if
the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee as such since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of execution of this
Indenture), for the reimbursement of which it claims or may claim a lien or
charge prior to that of the Securities of any series on property or funds held
or collected by it as Trustee, and which it has not previously reported pursuant
to this subsection if such advances remaining unpaid at any time aggregate more
than 10% of the principal amount of Securities of such series outstanding at
such time, such report to be transmitted within 90 days after such time.

     (c) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Securities and Exchange Commission. The Company agrees to notify the Trustee
when any Securities become listed on any stock exchange.

                                      22
<PAGE>

                                   ARTICLE SIX
                   Remedies of the Trustee and Securityholders
                               on Event of Default

     SECTION 6.01. (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events which has occurred and is continuing:

(1) default in the payment of any installment of interest upon any of the
Securities of that series, as and when the same shall become due and payable,
and continuance of such default for a period of 30 business days;

(2) default in the payment of the principal of (or premium, if any, on) any of
the Securities of that series as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to
that series;

(3) failure on the part of the Company duly to observe or perform any other of
the covenants or agreements on the part of the Company with respect to that
series contained in such Securities or otherwise established with respect to
that series of Securities pursuant to Section 2.01 hereof or contained in this
Indenture (other than a covenant or agreement which has been expressly included
in this Indenture solely for the benefit of one or more series of Securities
other than such series) for a period of 90 days after the date on which written
notice of such failure, requiring the same to be remedied and stating that such
notice is a "Notice of Default" hereunder, shall have been given to the Company
by the Trustee, by registered or certified mail, or to the Company and the
Trustee by the holders of at least 25% in principal amount of the Securities of
that series at the time outstanding;

(4) a decree or order by a court having jurisdiction in the premises shall have
been entered adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of the Company
under the Federal Bankruptcy Code or any other similar applicable Federal or
State law, and such decree or order shall have continued unvacated and unstayed
for a period of 90 days; or an involuntary case shall be commenced under such
Code in respect of the Company and shall continue undismissed for a period of 90
days or an order for relief in such case shall have been entered; or a decree or
order of a court having jurisdiction in the premises shall have been entered for
the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
the Company or of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days; or

(5) the Company shall institute proceedings to be adjudicated a voluntary
bankrupt, or shall consent to the filing of a bankruptcy proceeding against it,
or shall file a petition or answer or consent seeking liquidation or
reorganization under the Federal Bankruptcy Code or any other similar applicable
Federal or State law, or shall consent to the filing of any such petition, or
shall consent to the appointment on the ground of insolvency or bankruptcy of a
receiver or custodian or liquidator or trustee or assignee in bankruptcy or
insolvency of it or of its property, or shall make an assignment for the benefit
of creditors.

     (b) In each and every such case, unless the principal of all the Securities
of that series shall have already become due and payable, either the Trustee or

                                      23
<PAGE>

the holders of not less than 25% in aggregate principal amount of the Securities
of that series then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Securityholders), may declare the principal
of all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything contained in this Indenture or in the Securities of that
series or established with respect to that series pursuant to Section 2.01
hereof to the contrary notwithstanding.

     (c) This provision, however, is subject to the condition that if, at any
time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and any and all defaults under the Indenture, other than the nonpayment of
principal on Securities of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06 then and
in every such case the holders of a majority in aggregate principal amount of
the Securities of that series then outstanding, by written notice to the Company
and to the Trustee, may rescind and annul such declaration and its consequences;
but no such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

     (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

     SECTION 6.02. (a) The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of a
series, or any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall become due and payable,
and such default shall have continued for a period of 30 business days, or (2)
in case default shall be made in the payment of the principal of (or premium, if
any, on) any of the Securities of a series when the same shall have become due
and payable, whether upon maturity of the Securities of a series or upon
redemption or upon declaration or otherwise--then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the
Securities of that series, the whole amount that then shall have become due and
payable on all such Securities for principal (and premium, if any) or interest,
or both, as the case may be, with interest upon the overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of

                                      24
<PAGE>

collection, and the amount payable to the Trustee under Section 7.06.

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

     (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities, or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under the Indenture at the date of institution of such proceedings
and for any additional amount which may become due and payable by the Company or
such other obligor after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of the holders of Securities of such series to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.06.

     (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or 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 payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

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

                                      25
<PAGE>

proceeding.

     SECTION 6.03. Any moneys collected by the Trustee pursuant to Section 6.02
with respect to a particular series of Securities shall be applied in the order
following, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Securities of that series, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

FIRST: To the payment of costs and expenses of collection and of all amounts
payable to the Trustee under Section 7.06;

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

     SECTION 6.04. No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to Securities of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provisions of this Indenture, however, the right
of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

                                      26
<PAGE>

     SECTION 6.05. (a) All powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers
and remedies available to the Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.

     (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

     SECTION 6.06. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, 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 such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Securities of any other series at the time outstanding determined in accordance
with Section 8.04, not parties thereto. Subject to the provisions of Section
7.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall, by a responsible officer or officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding, determined in accordance
with Section 8.04, may on behalf of the holders of all of the Securities of that
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities or a call for
redemption of Securities of that series. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of that series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

     SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a
default with respect to a particular series, transmit by mail, first class
postage prepaid, to the holders of Securities of that series, as their names and
addresses appear upon the Security Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall have been cured
before the giving of such notice (the term "defaults" for the purposes of this
Section being hereby defined to be the events specified in subsections (1), (2),
(3), (4) and (5) of Section 6.01(a), not including any periods of grace provided
for therein and irrespective of the giving of notice provided for by subsection
(3) of Section 6.01(a)); provided, that, except in the case of default in the

                                      27
<PAGE>

payment of the principal of (or premium, if any) or interest on any of the
Securities of that series or in the payment of any sinking fund installment
established with respect to that series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or responsible officers, of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Securityholders of Securities of that series; provided further,
that in the case of any default of the character specified in Section 6.01(a)(3)
with respect to Securities of such series no such notice to the holders of the
Securities of that series shall be given until at least 30 days after the
occurrence thereof.

     The Trustee shall not be deemed to have knowledge of any default, except
(i) a default under subsections (a)(1) or (a)(2) of Section 6.01 as long as the
Trustee is acting as paying agent for such series of Securities or (ii) any
default as to which the Trustee shall have received written notice or a
responsible officer charged with the administration of this Indenture shall have
obtained actual knowledge.

     SECTION 6.08. All parties to this Indenture agree, and each holder of any
Securities by his or her 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 or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                      28
<PAGE>

                                  ARTICLE SEVEN
                             Concerning the Trustee

     SECTION 7.01. (a) The Trustee, prior to the occurrence of an Event of
Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake 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 shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Securities of a series
has occurred (which has not been cured or waived), the Trustee shall exercise
with respect to Securities of that 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.

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

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

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may
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 any
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;

(2) the Trustee shall not be liable for any error of judgment made in good faith
by a responsible officer or responsible officers of the Trustee, unless it shall
be 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 not less than a majority in principal amount of the Securities of any series
at the time outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture with respect to the
Securities of that series; and

(4) None of the provisions contained in this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if there is reasonable ground for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it.

     SECTION 7.02. Except as otherwise provided in Section 7.01:

     (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, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

     (b) Any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Board Resolution or an instrument signed in
the name of the Company by the President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
(unless other evidence in respect thereof is specifically prescribed herein);

                                      29
<PAGE>

     (c) 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 or suffered or omitted hereunder in
good faith and in reliance thereon;

     (d) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing herein contained shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Securities (which has not been cured or waived) to exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and to 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;

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

     (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, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

     (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys 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.

     SECTION 7.03. (a) The recitals contained herein and in the Securities
(other than the Certificate of Authentication on the Securities) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

     (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities.

     (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds of such Securities, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture or established pursuant to Section 2.01, or for
the use or application of any moneys received by any paying agent other than the
Trustee.

                                      30
<PAGE>

     SECTION 7.04. The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar.

     SECTION 7.05. Subject to the provisions of Section 11.05, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

     SECTION 7.06. (a) The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel
(including in-house counsel) and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises.

     (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

     (c) The parties hereto agree that any expenses that the Trustee incurs in
connection with Section 6.01(a)(4) and (a)(5) hereof are intended to constitute
expenses of administration in a bankruptcy proceeding.

     SECTION 7.07. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.

     SECTION 7.08. (a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section, with respect to the Securities of any
series and if the Default to which such conflicting interest relates has not
been cured, duly waived or otherwise eliminated, within 90 days after
ascertaining that it has such conflicting interest, it shall either eliminate
such conflicting interest, except as otherwise provided herein, or resign with

                                      31
<PAGE>

respect to the Securities of that series in the manner and with the effect
specified in Section 7.10 and the Company shall promptly appoint a successor
Trustee in the manner provided herein.

     (b) In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section, with respect to the Securities of any series
the Trustee shall, within ten days after the expiration of such 90-day period,
transmit notice of such failure by mail, first class postage prepaid, to the
Securityholders of that series as their names and addresses appear upon the
registration books.

     (c) For the purposes of this Section the Trustee shall be deemed to have a
conflicting interest with respect to the Securities of any series if a Default
has occurred and is continuing and:

(1) the Trustee is trustee under this Indenture with respect to the outstanding
Securities of any series other than that series, or is trustee under another
indenture under which any other securities, or certificates of interest or
participation in any other securities, of the Company are outstanding, unless
such other indenture is a collateral trust indenture under which the only
collateral consists of Securities issued under this Indenture; provided that
there shall be excluded from the operation of this paragraph the Securities of
any series other than that series and any other indenture or indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding if (i) this Indenture and such other
indenture or indentures and all series of securities issuable thereunder are
wholly unsecured and rank equally and such other indenture or indentures (and
such series) are hereafter qualified under the Trust Indenture Act of 1939, as
amended, unless the Securities and Exchange Commission shall have found and
declared by order pursuant to subsection (b) of Section 305 or subsection (c) of
Section 307 of the Trust Indenture Act of 1939, as amended, that differences
exist between (A) the provisions of this Indenture with respect to Securities of
that series and with respect to one or more other series or (B) the provisions
of this Indenture and the provisions of such other indenture or indentures (or
such series), which are so likely to involve a material conflict of interest as
to make it necessary in the public interest or for the protection of investors
to disqualify the Trustee from acting as such under this Indenture with respect
to the Securities of that series and such other series or such other indenture
or indentures, or (ii) the Company shall have sustained the burden of proving,
on application to the Securities and Exchange Commission and after opportunity
for hearing thereon, that the trusteeship under this Indenture with respect to
Securities of that series and such other series or such other indenture or
indentures is not so likely to involve a material conflict of interest as to
make it necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Indenture with respect to
Securities of that series and such other series or under such other indentures;

(2) the Trustee or any of its directors or executive officers is an underwriter
for the Company;

(3) the Trustee directly or indirectly controls or is directly or indirectly
controlled by or is under direct or indirect common control with or an
underwriter for the Company;

(4) the Trustee or any of its directors or executive officers is a director,
officer, partner, employee, appointee or representative of the

                                      32
<PAGE>

Company, or of an underwriter (other than the Trustee itself) for the Company
who is currently engaged in the business of underwriting, except that (A) one
individual may be a director and/or an executive officer of the Trustee and a
director and/or an executive officer of the Company, but may not be at the same
time an executive officer of both the Trustee and the Company; (B) if and so
long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director and/or an executive officer of the
Trustee and a director of the Company; and (C) the Trustee may be designated by
the Company or by an underwriter for the Company to act in the capacity of
transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent,
or depository, or in any other similar capacity, or, subject to the provisions
of paragraph (1) of this subsection (c), to act as trustee whether under an
indenture or otherwise;

(5) 10% or more of the voting securities of the Trustee is beneficially owned
either by the Company or by any director, partner, or executive officer thereof,
or 20% or more of such voting securities is beneficially owned, collectively, by
any two or more of such persons; or 10% or more of the voting securities of the
Trustee is beneficially owned either by an underwriter for the Company or by any
director, partner, or executive officer thereof, or is beneficially owned,
collectively, by any two or more such persons;

(6) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this subsection (c)
defined), (A) 5% or more of the voting securities, or 10% or more of any other
class of security, of the Company, not including the Securities issued under
this Indenture and securities issued under any other indenture under which the
Trustee is also trustee, or (B) 10% or more of any class of security of an
underwriter for the Company;

(7) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this subsection (c)
defined), 5% or more of the voting securities of any person who, to the
knowledge of the Trustee, owns 10% or more of the voting securities of, or
controls directly or indirectly or is under direct or indirect common control
with, the Company;

(8) the Trustee is the beneficial owner of, or holds as collateral security for
an obligation which is in default (as hereinafter in this subsection (c)
defined), 10% or more of any class of security of any person who, to the
knowledge of the Trustee, owns 50% or more of the voting securities of the
Company;

(9) the Trustee owns, on the date of Default upon the Securities of any series
or any anniversary of such Default while such Default upon the Securities issued
under this Indenture remains outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25% or more of
the voting securities, or of any class of security, of any person, the
beneficial ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), (7), or (8) of this subsection (d). As
to any such securities of which the Trustee acquired ownership through becoming
executor, administrator or testamentary trustee of an estate which include them,
the provisions of the preceding sentence shall not apply, for a period of two
years from the date of such acquisition, to the extent that such securities
included in such estate do not exceed 25% of such voting securities or 25% of

                                      33
<PAGE>

any such class of security. Promptly after the dates of any such Default upon
the Securities issued under this Indenture and annually in each succeeding year
that the Securities issued under this Indenture remain in Default, the Trustee
shall make a check of its holding of such securities in any of the
above-mentioned capacities as of such dates. If the Company fails to make
payment in full of principal of or interest on any of the Securities when and as
the same becomes due and payable, and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of its holding of such
securities in any of the above-mentioned capacities as of the date of the
expiration of such 30-day period, and after such date, notwithstanding the
foregoing provisions of this paragraph (9), all such securities so held by the
Trustee, with sole or joint control over such securities vested in it, shall,
but only so long as such failure shall continue, be considered as though
beneficially owned by the Trustee for the purposes of paragraphs (6), (7) and
(8) of this subsection (c); or (10) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of subsection (b) of Section 7.13 the
Trustee shall be or shall become a creditor of the Company.

     For purposes of paragraph (1) of this subsection (c), and of Section 6.06,
the term "series of Securities" or "series" means a series, class or group of
securities issuable under an indenture pursuant to whose terms holders of one
such series may vote to direct the indenture trustee, or otherwise take action
pursuant to a vote of such holders, separately from holders of another such
series; provided, that "series of securities" or "series" shall not include any
series of securities issuable under an indenture if all such series rank equally
and are wholly unsecured.

     The specification of percentages in paragraphs (5) to (9), inclusive, of
this subsection (c) shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (c).

     For the purposes of paragraphs (6), (7), (8) and (9) of this subsection (c)
only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in "default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to be the
owner or holder of (i) any security which it holds as collateral security (as
trustee or otherwise) for any obligation which is not in default as defined in
clause (B) above, or (ii) any security which it holds as collateral security
under this Indenture, irrespective of any Default hereunder, or (iii) any
security which it holds as agent for collection, or as custodian, escrow agent
or depositary, or in any similar representative capacity.

     Except as above provided, the word "security" or "securities" as used in
this Indenture shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional

                                      34
<PAGE>

undivided interest in oil, gas, or other mineral rights, or, in general, any
interest or instrument commonly known as a "security", or any certificate of
interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of the
foregoing.

     (d) For the purposes of this Section:

     (1) The term "underwriter" when used with reference to the Company shall
mean every person, who, within one year prior to the time as of which the
determination is made, has purchased from the Company with a view to, or has
offered or sold for the Company in connection with, the distribution of any
security of the Company outstanding at such time, or has participated or has had
a direct or indirect participation in any such undertaking, or has participated
or has had a participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest was limited
to a commission from an underwriter or dealer not in excess of the usual and
customary distributors' or sellers' commission.

     (2) The term "director" shall mean any member of the board of directors of
a corporation or any individual performing similar functions with respect to any
organization whether incorporated or unincorporated.

     (3) The term "person" shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, an unincorporated
organization or a government or political subdivision thereof. As used in this
paragraph, the term "trust" shall include only a trust where the interest or
interests of the beneficiary or beneficiaries are evidenced by a security.

     (4) The term "voting security" shall mean any security presently entitling
the owner or holder thereof to vote in the direction or management of the
affairs of a person, or any security issued under or pursuant to any trust,
agreement or arrangement whereby a trustee or trustees or agent or agents for
the owner or holder of such security are presently entitled to vote in the
direction or management of the affairs of a person.

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

     (6) The term "executive officer" shall mean the president, every vice
president, every assistant vice president, every trust officer, the cashier, the
secretary, and the treasurer of a corporation, and any individual customarily
performing similar functions with respect to any organization whether
incorporated or unincorporated, but shall not include the chairman of the board
of directors.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

     (1) A specified percentage of the voting securities of the Trustee, the
Company or any other person referred to in this Section (each of whom is
referred to as a "person" in this paragraph) means such amount of the
outstanding voting securities of such person as entitles the holder or holders
thereof to cast such specified percentage of the aggregate votes which the
holders of all the outstanding voting securities of such person are entitled to
cast in the direction or management of the affairs of such person.

                                      35
<PAGE>

     (2) A specified percentage of a class of securities of a person means such
percentage of the aggregate amount of securities of the class outstanding.

     (3) The term "amount", when used in regard to securities, means the
principal amount if relating to evidences of indebtedness, the number of shares
if relating to capital shares, and the number of units if relating to any other
kind of security.

     (4) The term "outstanding" means issued and not held by or for the account
of the issuer. The following securities shall not be deemed outstanding within
the meaning of this definition:

(i) securities of an issuer held in a sinking fund relating to securities of the
issuer of the same class,

(ii) securities of an issuer held in a sinking fund relating to another class of
securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or otherwise,

(iii) securities pledged by the issuer thereof as security for an obligation of
the issuer not in default as to principal or interest or otherwise,

(iv) securities held in escrow if placed in escrow by the issuer thereof.

Provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

     (5) A security shall be deemed to be of the same class as another security
if both securities confer upon the holder or holders thereof substantially the
same rights and privileges; provided, however, that, in the case of secured
evidences of indebtedness, all of which are issued under a single indenture,
differences in the interest rates or maturity dates of various series thereof
shall not be deemed sufficient to constitute such series different classes; and
provided, further, that, in the case of unsecured evidences of indebtedness,
differences in the interest rates or maturity dates thereof shall not be deemed
sufficient to constitute them securities of different classes, whether or not
they are issued under a single indenture.

     (f) Except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Securities issued under this Indenture, or
in the payment of any sinking or analogous fund installment, the Trustee shall
not be required to resign as provided by this Section 7.08 if such Trustee shall
have sustained the burden of proving, on application to the Securities and
Exchange Commission and after opportunity for hearing thereon, that (i) the
default under the Indenture may be cured or waived during a reasonable period
and under the procedures described in such application and (ii) a stay of the
Trustee's duty to resign will not be inconsistent with the interests of
Securityholders. The filing of such an application shall automatically stay the
performance of the duty to resign until the Securities and Exchange Commission
orders otherwise.

     Any resignation of the Trustee shall become effective only upon the
appointment of a successor trustee and such successor's acceptance of such an
appointment.

                                      36
<PAGE>

     SECTION 7.09. There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Securities and Exchange Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million dollars, and subject to supervision
or examination by Federal, State, Territorial, or District of Columbia
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid 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. The
Company may not, nor may any person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     SECTION 7.10. (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may, subject to the provisions of Section
6.08, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

     (1) the Trustee shall fail to comply with the provisions of subsection (a)
of Section 7.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months, or

     (2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder of Securities, or

     (3) the Trustee shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, the Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written instrument,

                                      37
<PAGE>

in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08, unless the
Trustee's duty to resign is stayed as provided herein, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee. Such court may thereupon after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

     (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and appoint a successor trustee.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

     (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     SECTION 7.11. (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and 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 its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.

     (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)
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

                                      38
<PAGE>

the same trust, 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 that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; 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,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

     (c) Upon request of any such successor trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in
paragraph (a) 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.

     (e) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

     SECTION 7.12. 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. 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 7.13. (a) Subject to the provisions of subsection (b) of this
Section, if the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company within three months prior to a
default, as defined in subsection (c) of this Section, or subsequent to such a

                                      39
<PAGE>

default, then, unless and until such default shall be cured, the Trustee shall
set apart and hold in a special account for the benefit of the Trustee
individually, the holders of the Securities and the holders of other indenture
securities (as defined in subsection (c) of this Section)

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

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

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

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

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

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

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

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

                                      40
<PAGE>

claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

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

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

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

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

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

                                      41
<PAGE>

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

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

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

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

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

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

     (c) As used in this Section:

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

     (2) The term "other indenture securities" shall mean securities upon which
the Company is an obligor (as defined in the Trust Indenture Act of 1939, as
amended) outstanding under any other indenture (A) under which the Trustee is
also trustee, (B) which contains provisions substantially similar to the
provisions of subsection (a) of this Section, and (C) under which a default
exists at the time of the apportionment of the funds and property held in said
special account.

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

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

     (5) The term "Company" shall mean any obligor upon any of the Securities.

                                      42
<PAGE>

                                  ARTICLE EIGHT
                         Concerning the Securityholders

     SECTION 8.01. Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Securities of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

     SECTION 8.02. Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:

     (a) The fact and date of the execution by any such person of any instrument
may be proved in any reasonable manner acceptable to the Trustee.

     (b) The ownership of Securities shall be proved by the Security Register of
such Securities or by a certificate of the Security Registrar thereof.

     (c) The Trustee may require such additional proof of any matter referred to
in this Section as it shall deem necessary.

     SECTION 8.03. Prior to the due presentment for registration of transfer of
any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of

                                      43
<PAGE>

ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and (subject to Section 2.03) interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.

     SECTION 8.04. In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, Securities of that series
which are owned by the Company or any other obligor on the Securities of that
series or by any person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver only Securities of such series which the Trustee actually knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

     SECTION 8.05. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series which is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                      44
<PAGE>


                                  ARTICLE NINE
                             Supplemental Indentures

     SECTION 9.01. In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

     (a) to evidence the succession of another corporation to the Company, and
the assumption by any such successor of the covenants of the Company contained
herein or otherwise established with respect to the Securities; or

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

     (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions of
this Indenture and shall not adversely affect the interests of the holders of
the Securities of any series; or

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

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 9.02.

     SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as then in effect) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of such series under this Indenture;

                                      45
<PAGE>

provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, without the consent
of the holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each Security
then outstanding and affected thereby.

     Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.

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

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

     SECTION 9.03. Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 10.01, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     SECTION 9.04. Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.01, may
bear a notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then outstanding.

     SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and constitutes the legal, valid and
binding obligation of the Company, and that it is proper for the Trustee
under the provisions of this Article to join in the execution thereof.

                                      46
<PAGE>

                                   ARTICLE TEN
                         Consolidation, Merger and Sale

     SECTION 10.01. Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company or its
successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however,
the Company hereby covenants and agrees that, upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment of the principal of (premium, if any) and interest on all of the
Securities of all series in accordance with the terms of each series, according
to their tenor, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture with respect to each series or
established with respect to such series pursuant to Section 2.01 to be kept or
performed by the Company, shall be expressly assumed, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act of 1939 as
then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the Company formed by such consolidation, or into which the
Company shall have been merged, or by the corporation which shall have acquired
such property.

     SECTION 10.02. (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of, premium, if any, and interest on all of the Securities of
all series outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to each
series of the Securities pursuant to Section 2.01 to be performed by the Company
with respect to each series, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture and the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company or any other
predecessor obligor on the Securities, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor company, instead
of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

     (b) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

     (c) Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other corporation (whether or
not affiliated with the Company).

     SECTION 10.03. The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.

                                      47
<PAGE>


                                 ARTICLE ELEVEN
                    Satisfaction and Discharge of Indenture;
                                Unclaimed Moneys

     SECTION 11.01. If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore authenticated
(other than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.07) and
Securities for whose payment money or Governmental Obligations has theretofore
been deposited in trust or segregated and held in trust by the Company (and
thereupon repaid to the Company or discharged from such trust, as provided in
Section 11.05); (b) all such Securities of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit or cause
to be deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient; or (c) a combination thereof, sufficient,
without reinvestment, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company, then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the
date of maturity or redemption date, as the case may be, and Sections 7.06 and
11.05 which shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to such series.

     SECTION 11.02. If at any time all such Securities of a particular series
not heretofore delivered to the Trustee for cancellation or which have not
become due and payable as described in Section 11.01 shall have been paid by the
Company by depositing irrevocably with the Trustee as trust funds moneys or an

                                      48
<PAGE>

amount of Governmental Obligations sufficient to pay at maturity or upon
redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company with respect to such series, then after
the date such moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee the obligations of the Company under this Indenture
with respect to such series shall cease to be of further effect except for the
provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.05 hereof which shall
survive until such Securities shall mature and be paid. Thereafter, Sections
7.06 and 11.05 shall survive.

     SECTION 11.03. All moneys or Governmental Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

     SECTION 11.04. In connection with the satisfaction and discharge of this
Indenture all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

     SECTION 11.05. Any moneys or Governmental Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company on May 31 of each year or (if then held
by the Company) shall be discharged from such trust; and thereupon the paying
agent and the Trustee shall be released from all further liability with respect
to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company for the payment thereof.


                                 ARTICLE TWELVE
                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

     SECTION 12.01. No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of such Securities.

                                      49
<PAGE>

                                ARTICLE THIRTEEN
                                Sundry Provisions

     SECTION 13.01. All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

     SECTION 13.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

     SECTION 13.03. The Company by instrument in writing executed by authority
of two-thirds of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company and thereupon such power so
surrendered shall terminate both as to the Company and as to any successor
corporation.

     SECTION 13.04. Except as otherwise expressly provided herein any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid in
a post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: Verizon New York Inc., c/o Verizon
Communications Inc., 1095 Avenue of the Americas, New York, New York 10036,
Attention: Corporate Secretary. Any notice, election, request or demand by the
Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the Corporate Trust Office of the Trustee, Attention: Institutional Trust
Services.

     SECTION 13.05. This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.

     SECTION 13.06. (a) Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the

                                      50
<PAGE>

opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture (other than the certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     SECTION 13.07. In any case where the date of maturity of interest or
principal of any Security or the date of redemption of any Security shall not be
a business day then payment of interest or principal (and premium, if any) may
be made on the next succeeding business day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

     SECTION 13.08. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such imposed duties
shall control.

     SECTION 13.09. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 13.10. In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

     THE CHASE MANHATTAN BANK hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

                                      51
<PAGE>

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


                                VERIZON NEW YORK INC.



[Seal]                          By ___________________________



Attest:



By _____________________________



                                JPMORGAN CHASE BANK
                                    as Trustee



                                By ___________________________




                                      52
<PAGE>

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


    On ___________, 2001 before me, ____________, Notary Public, personally
appeared ___________________ and ___________________

/X/  personally known to me - OR -

/ /  proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.


     Witness my hand and official seal.



_____________________________
  Signature of Notary

CAPACITY CLAIMED BY SIGNER

/  / INDIVIDUAL(S) _____________________

/X/  CORPORATE OFFICER(S)____________________

/  / PARTNER(S)

/  / ATTORNEY-IN-FACT

/  / TRUSTEE(S)

/  / GUARDIAN/CONSERVATOR

/  / OTHER:


SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)



VERIZON NEW YORK INC.




                                      53
<PAGE>


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


     On ____________, 2001 before me, ____________, Notary Public, personally
appeared ___________________

/X/  personally known to me - OR -

/ /  proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     Witness my hand and official seal.



_____________________________
  Signature of Notary

CAPACITY CLAIMED BY SIGNER

/ /  INDIVIDUAL(S) _____________________

/X/  CORPORATE OFFICER(S)     TRUST OFFICER

/ /  PARTNER(S)

/ /  ATTORNEY-IN-FACT

/X/  TRUSTEE(S)

/ /  GUARDIAN/CONSERVATOR

/ /  OTHER:


SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)



JPMORGAN CHASE BANK

                                      54