1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        September 11, 2000
--------------------------------

NRG Energy, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                    001-15891                    41-1724239
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                  (IRS Employer
of incorporation)             File Number)              Identification No.)

1221 Nicollet Mall, Minneapolis, Minnesota                       55403
--------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code          (612) 373-5300
----------------------------
None
--------------------------------------------------------------------------------
(Former name and former address, if changed since last report.)

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Item 5.  Other Events.

In December 1999, NRG Energy, Inc. (the "Company") filed, pursuant to
Rule 415 under the Securities Act of 1933 (the "Act"), a registration statement
on Form S-3 (File No. 333-93055), which was declared effective on January 10,
2000. On September 7, 2000, the Company filed a Prospectus Supplement, dated
September 6, 2000, and accompanying Prospectus, dated January 10, 2000, relating
to the offering of $350,000,000 principal amount of the Company's 8.25% Senior
Notes due 2010 (the "Notes"), and on September 11, 2000, the offering of the
Notes was completed. In this connection, the Company is filing certain exhibits
as part of this Form 8-K. See "Item 7. Exhibits."

Item 7.  Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit No.         Description

4.1                 Indenture, dated September 11, 2000, by and between NRG
Energy, Inc. and Wells Fargo Bank Minnesota, National
Association, as Trustee, with a form of Note attached as
Exhibit A thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

NRG Energy, Inc.
----------------------------------------------
(Registrant)

Date    September 13, 2000         /s/ Leonard A. Bluhm
(Signature)*
Name: Leonard A. Bluhm
Title:  Executive Vice President and CFO

*Print name and title of the signing officer under this signature

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EXHIBT 4.1

NRG ENERGY, INC.

and

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of September 11, 2000

$500,000,000

8.25% Senior Notes Due 2010

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TABLE OF CONTENTS

Page
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ARTICLE I
DEFINITIONS

Section 1.1      Certain Terms Defined..............................................   1

ARTICLE II                                         
ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES                   

Section 2.1      Authentication and Delivery of Securities..........................   7
Section 2.2      Execution of Securities............................................   8
Section 2.3      Certificate of Authentication......................................   9
Section 2.4      Form, Denomination and Date of Securities; Payments of Interest....   9
Section 2.5      Global Securities..................................................  11
Section 2.6      Registration, Registration of Transfer and Exchange................  12
Section 2.7      Mutilated, Defaced, Destroyed, Lost and Stolen Securities..........  13
Section 2.8      Cancellation of Securities:  Destruction Thereof...................  14
Section 2.9      Temporary Securities...............................................  14
Section 2.10     Computation of Interest............................................  15

ARTICLE III                                        
COVENANTS OF THE ISSUER AND THE TRUSTEE                          

Section 3.1      Payment of Principal and Interest..................................  15
Section 3.2      Offices for Payments, etc..........................................  15
Section 3.3      Appointment to Fill Vacancy in Office of Trustee...................  16
Section 3.4      Paying Agents......................................................  16
Section 3.5      Certificate to Trustee.............................................  17
Section 3.6      Securityholder's Lists.............................................  17
Section 3.7      Reports by the Issuer..............................................  17
Section 3.8      Limitation on Liens................................................  17
Section 3.9      Repurchase of Securities Upon a Change of Control..................  18

ARTICLE IV
REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.1      Event of Default Defined; Acceleration of Maturity;
Waiver of Default..................................................  20

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Page
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Section 4.2      Collection of Indebtedness by Trustee; Trustee May Prove Debt.....   22
Section 4.3      Application of Proceeds...........................................   24
Section 4.4      Suits for Enforcement.............................................   25
Section 4.5      Restoration of Rights on Abandonment of Proceedings...............   25
Section 4.6      Limitations of Suits by Securityholders...........................   26
Section 4.7      Powers and Remedies Cumulative, Delay or Omission                    
Not Waiver of Default.............................................   26
Section 4.8      Control by Securityholders........................................   27
Section 4.9      Waiver of Past Defaults...........................................   27
Section 4.10     Rights of Holders to Receive Payment..............................   28

ARTICLE V                                         
CONCERNING THE TRUSTEE                                   

Section 5.1      Duties and Responsibilities of the Trustee; During Default;          
Prior to Default..................................................   28
Section 5.2      Certain Rights of the Trustee.....................................   29
Section 5.3      Trustee Not Responsible for Recitals, Disposition of Securities      
or Application of Proceeds Thereof................................   30
Section 5.4      Trustee and Agents May Hold Securities; Collections, etc..........   30
Section 5.5      Moneys Held by Trustee............................................   31
Section 5.6      Compensation and Indemnification of Trustee and Its Prior Claim...   31
Section 5.7      Right of Trustee to Rely on Officers' Certificate, etc............   31
Section 5.8      Persons Eligible for Appointment as Trustee.......................   32
Section 5.9      Resignation and Removal; Appointment of Successor Trustee.........   32
Section 5.10     Acceptance of Appointment by Successor Trustee....................   33
Section 5.11     Merger, Conversion, Consolidation or Succession to Business          
of Trustee........................................................   34

ARTICLE VI                                         
CONCERNING THE SECURITYHOLDERS                               

Section 6.1      Evidence of Action Taken by Securityholders.......................   34
Section 6.2      Proof of Execution of Instruments and of Holding of                  
Securities Record Date............................................   35
Section 6.3      Holders to Be Treated as Owners...................................   35
Section 6.4      Securities Owned by Issuer Deemed Not Outstanding.................   35
Section 6.5      Right of Revocation of Action Taken...............................   36

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Page
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ARTICLE VII
SUPPLEMENTAL INDENTURES

Section 7.1      Supplemental Indentures Without Consent of Securityholders........   36
Section 7.2      Supplemental Indentures With Consent of Securityholders...........   38
Section 7.3      Effect of Supplemental Indenture..................................   39
Section 7.4      Documents to Be Given to Trustee..................................   39
Section 7.5      Notation of Securities in Respect of Supplemental Indentures......   39

ARTICLE VIII
CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.1      Covenant Not to Merge, Consolidate, Sell or Transfer Assets
Except Under Certain Conditions...................................   39
Section 8.2      Successor Corporation Substituted.................................   40
Section 8.3      Opinion of Counsel to Trustee; Officers' Certificate..............   41

ARTICLE IX
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

Section 9.1      Satisfaction and Discharge of Indenture...........................   41
Section 9.2      Application by Trustee of Funds Deposited for Payment of
Securities........................................................   42   
Section 9.3      Repayment of Moneys Held by Paying Agent..........................   42

Section 9.4      Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years...........................................   42
Section 9.5      Defeasance and Discharge of Indenture.............................   43
Section 9.6      Defeasance of Certain Obligations.................................   44

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.1     Incorporators, Shareholders, Officers and Directors of Issuer
Exempt from Individual Liability..................................   45
Section 10.2     Provisions of the Indenture for the Sole Benefit of Parties
and Securityholders...............................................   45
Section 10.3     Successors and Assigns of Issuer Bound by Indenture...............   46
Section 10.4     Notices and Demands on Issuer, Trustee and Securityholders........   46
Section 10.5     Officers' Certificates and Opinions of Counsel, Statements to

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Be Contained Therein..............................................   47
Section 10.6     Payments Due on Saturdays, Sundays and Holidays...................   48
Section 10.7     New York Law to Govern............................................   48
Section 10.8     Counterparts......................................................   48
Section 10.9     Effect of Headings................................................   48

ARTICLE XI
REDEMPTION OF SECURITIES

Section 11.1     Right of Optional Redemption Price................................   48
Section 11.2     Notice of Redemption..............................................   49
Section 11.3     Payment of Securities Called for Redemption.......................   49

Cross-reference sheet showing the location in this Indenture of the
provisions inserted pursuant to Sections 310 through 318(a), inclusive, of the
Trust Indenture Act of 1939, as amended.

Trust Indenture
Act Section                      Indenture Section
-----------                      -----------------

Section 310(a)(1)                           5.8
(a)(2)                             5.8
(a)(3)                             N/A
(a)(4)                             N/A
(a)(5)                             5.8
(b)                                5.9
(c)                                N/A

Section 311(a)                              5.5
(b)                                N/A
(c)                                N/A

Section 312 (a)                             3.6
(b)                                N/A
(c)                                N/A

Section 313 (a)                             N/A
(b)                                N/A
(c)                                N/A
(d)                                N/A

Section 314 (a)                             3.7
(b)(1)                             N/A

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(b)(2)                             N/A
(c)(1)                             10.5
(c)(2)                             10.5
(c)(3)                             N/A
(d)                                N/A
(e)                                10.5
(f)                                N/A

Section 315 (a)                             5.1(a)(i); 5.1(a)(ii)
(b)                                N/A
(c)                                5.1
(d)(1)                             5.1(a)(i); 5.1(a)(ii)
(d)(2)                             5.1(b)
(d)(3)                             5.1(c)
(e)                                4.5

Section 316 (a)(1)(A)                       4.1(g); 4.8
(a)(1)(B)                          4.9
(a)(2)                             N/A
(b)                                4.10
(c)                                6.2

Section 317 (a)(1)                          4.2
(a)(2)                             4.2(a)
(b)                                3.4

Section 318(a)                              7.1(e)

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INDENTURE, dated as of September 11, 2000, between
NRG ENERGY, INC., a Delaware corporation (herein called the "Issuer"), and WELLS
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee (herein called the
"Trustee").

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the issue of
$500,000,000 aggregate principal amount of its 8.25% Senior Notes Due 2010 (the
"Securities") and, to provide, among other things, for the authentication,
delivery and administration thereof, the Issuer has duly authorized the
execution and delivery of this Indenture; and

WHEREAS, all things necessary to make the Securities,
when executed by the Issuer and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the Issuer,
and to constitute these presents a valid indenture and agreement according to
its terms, have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of
the Securities by the Holders (as defined herein) thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective Holders from time to time of the Securities as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Terms Defined.

The following terms (except as otherwise expressly
provided) for all purposes of this Indenture shall have the respective meanings
specified in this Section. All accounting terms used herein and not expressly
defined shall have the meanings given to them in accordance with GAAP (as
defined herein). The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The terms defined in this Article include
the plural as well as the singular.

"Agent Members" has the meaning set forth in Section
2.4(b).

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

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"Business Day" means a day which is neither a legal
holiday nor a day on which banking institutions (including, without limitation,
the Federal Reserve System) are authorized or required by law or regulation to
close in The City of New York or the city of Minneapolis, Minnesota.

"Capital Stock" means, with respect, to any Person,
any and all outstanding shares, interests, participations or other equivalents
(however designated, whether voting or non-voting) of, or interests in (however
designated), the equity of such Person including, without limitation, all Common
Stock and Preferred Stock and partnership and joint venture interests of such
Person.

"Cedel" has the meaning set forth in Section 2.4(b).

"Change of Control" means the occurrence of one or
more of the following events: (i) Xcel (or its successors) shall cease to own,
directly or indirectly, a majority of the outstanding Voting Stock of the
Issuer, (ii) at any time following the occurrence of the event described in
clause (i), a Person or group (as that term is used in Section 13(d)(3) of the
Exchange Act) of Persons (other than Xcel) shall have become the beneficial
owner directly or indirectly, or shall have acquired the absolute power to
direct the vote, of more than 35% of the outstanding Voting Stock of the Issuer
or (iii) during any twelve-month period, individuals who at the beginning of
such period constitute the Board of Directors (together with any new directors
whose election or nomination was approved by a majority of the directors then in
office who were either directors at the beginning of such period or who were
previously so approved) shall cease for any reason to constitute a majority of
the Board of Directors. Notwithstanding the foregoing, a Change of Control shall
be deemed not to have occurred if one or more of the above events occurs or
circumstances exist and, after giving effect thereto, the Securities are rated
Investment Grade.

"Change of Control Offer" has the meaning set forth
in Section 3.9(b).

"Commission" means the Securities and Exchange
Commission, as from time to constituted, created under the Exchange Act, or, if
at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body (if any) performing such duties at such time.

"Common Stock" means, with respect to any Person,
Capital Stock of such Person that does not rank prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of any other
class of Capital Stock of such Person.

"Consolidated Current Assets" and "Consolidated
Current Liabilities" mean such assets and liabilities of the Issuer on a
consolidated basis as shall be determined in accordance

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with GAAP to constitute current assets and current liabilities, respectively,
provided that inventory shall be valued at the lower of cost (using the average
life method) or market.

"Consolidated Net Tangible Assets" means, as of the
date of determination thereof, the total amount of all Issuer's assets
determined on a consolidated basis in accordance with GAAP as of such date less
the sum of (a) Issuer's consolidated current liabilities determined in
accordance with GAAP and (b) assets properly classified as intangible assets, in
accordance with GAAP.

"Consolidated Total Assets" means, as of the date of
any determination thereof, the total amount of all assets of the Issuer
determined on a consolidated basis in accordance with GAAP.

"Corporate Trust Office" means the principal office
of the Trustee at which the corporate trust business of the Trustee shall, at
any particular time, be principally administered, which office is, at the date
as of which this Indenture is dated, located at Corporate Trust Services, Sixth
and Marquette, MAC N9303-120, Minneapolis, Minnesota 55479.

"Euroclear" has the meaning set forth in Section
2.4(b).

"Event of Default" means any event or condition
specified as such in Section 4.1 hereof that shall have continued for the period
of time, if any, therein designated.

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

"GAAP" means generally accepted accounting principles
in the U.S. applied on a basis consistent with the principles, methods,
procedures and practices employed in the preparation of the Issuer's audited
financial statements, including, without limitation, those set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession.

"Global Security" has the meaning set forth in
Section 2.4(b).

"Holder," "Holder of Securities," "Securityholder"
and other similar terms mean the registered holder of any Security.

"Indebtedness" has the meaning set forth in Section
3.8.

"Indenture" means this instrument as originally
executed and delivered or, if amended or supplemented as herein provided, as so
amended or supplemented.

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"Intangible Assets" means, as of the date of
determination thereof, all assets of the Issuer properly classified as
intangible assets determined on a consolidated basis in accordance with GAAP.

"Interest Payment Date" means, with respect to any
Security, the Stated Maturity of an installment of interest on such Security.

"Investment Banker" means an independent investment
banking institution of national standing selected by the Issuer.

"Investment Grade" means, with respect to the
Securities, a rating of Baa3 or higher by Moody's Investors Service, Inc., and a
rating of BBB- or higher by Standard and Poor's Ratings Group (or, if either or
both of the foregoing rating agencies ceases to rate the Securities for reasons
beyond the control of the Issuer, equivalent ratings by one or two (as the case
may be) other nationally recognized statistical rating organizations (as such
term is defined in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act)); provided
that if either of the foregoing rating agencies shall change its ratings
designations while the Securities are Outstanding, "Investment Grade" shall mean
the lowest ratings designation signifying "investment grade" issued by such
agencies (or higher).

"Issuer" means NRG Energy, Inc., a Delaware
corporation, and, subject to Article 8 hereof, its successors and assigns.

"Make Whole Amount" means, with respect to a Security
at any time, the sum of the present values of the Remaining Scheduled Payments
discounted, on a semiannual basis (assuming a 360 day year consisting of twelve
30-day months), at a rate equal to the Treasury Rate plus 25 basis points. The
Make Whole Amount shall be computed as of the third Business Day prior to the
applicable redemption date, and certified, by an Investment Banker.

"Officers' Certificate" means a certificate signed on
behalf of the Issuer by the Chairman of the Board of Directors or the President
or any Vice President and by the Chief Financial Officer or the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer of the Issuer
and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 10.5 hereof, if and to the extent required thereby.

"Opinion of Counsel" means an opinion in writing
signed by legal counsel satisfactory to the Trustee, who may be an employee of
or counsel to the Issuer. Each such opinion shall include the statements
provided for in Section 10.5 hereof, if and to the extent required thereby.

"Original Issue Date" of any Security (or portion
thereof) means the earlier of (a) the date of such Security or (b) the date of
any Security (or portion thereof) in exchange for

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which such Security was issued (directly or indirectly) on registration of
transfer, exchange or substitution.

"Outstanding", when used with reference to
Securities, shall, subject to the provisions of Section 6.4 hereof, mean, as of
any particular time, all Securities authenticated and delivered by the Trustee
under this Indenture, except:

1. Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation, or which shall have
been paid pursuant to Section 2.7 hereof (other than any such
Securities in respect of which there shall have been presented
to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands the
Securities are valid obligations of the Issuer); and

2. Securities, or portions thereof, for the payment
or redemption of which moneys or direct obligations of the
United States of America backed by its full faith and credit
in the necessary amount shall have been deposited in trust
with the Trustee or with any paying agent (other than the
Issuer) or shall have been set aside, segregated and held in
trust by the Issuer (if the Issuer shall act as its own paying
agent), provided that if such Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall
have been herein provided, or provision satisfactory to the
Trustee shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving
such notice.

"Person" means an individual, a corporation, a
partnership, a limited liability company, an association, a trust or any other
entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.

"Preferred Stock" means, with respect to any Person,
any and all shares, interests, participation or other equivalents (however
designated, whether voting or non-voting) of preferred or preference Capital
Stock of such Person that is outstanding or issued on or after the date of this
Indenture.

"Remaining Scheduled Payments" means the remaining
scheduled payments of the principal and interest that would be due if such
Security were not redeemed. However, if the redemption date is not a scheduled
interest payment date, the amount of the next succeeding scheduled interest
payment on such debt security will be reduced by the amount of interest accrued
on such Security to such redemption date.

"Repurchase Date" has the meaning set forth in
Section 3.9(b).

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

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

"Security" or "Securities" has the meaning set forth
in the recitals above.

"Securities Register" and "Security Registrar" have
the respective meanings specified in Section 2.6.

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

"Treasury Rate" means an annual rate equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue (as
defined below), assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price (as
defined below) for the redemption date. The semiannual equivalent yield to
maturity will be computed as of the third Business Day immediately preceding the
redemption date. "Comparable Treasury Issue" means the Unites States Treasury
security selected by Banc of America Securities LLC, Salomon Smith Barney Inc.
or any of their respective affiliates as having a maturity comparable to the
remaining term of the notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt issues of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means the average of three Reference Treasury Dealer
Quotations (as defined below) obtained by the Trustee for the redemption date.
"Reference Treasury Dealers" means Banc of America Securities LLC and Salomon
Smith Barney Inc. (so long as they continue to be primary U.S. Government
securities dealers) and any two other primary U.S. Government securities dealers
chosen by the Issuer. If Banc of America Securities LLC or Salomon Smith Barney
Inc. ceases to be primary U.S. Government securities dealers, the Issuer will
appoint in its place another nationally recognized investment banking firm that
is a primary U.S. Government securities dealer. "Reference Treasury Dealer
Quotation" means the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by a Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third Business day
preceding the redemption date.

"Trust Indenture Act" means the Trust Indenture Act
of 1939, as amended.

"Trustee" means the entity identified as "Trustee" in
the first paragraph hereof until the appointment of a successor trustee pursuant
to Article 5, after which "Trustee" shall mean such successor trustee.

"U.S. Depositary" means The Depository Trust Company.

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"U.S. Government Obligations" means securities that
are (i) direct and unconditional 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 or trust company subject to federal or state supervision or
examination with a combined capital and surplus of at least $100,000,000, as
custodian with respect to any such U.S. Government Obligations or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the
U.S. Government Obligation evidenced by such depository receipt.

"Voting Stock" means, with respect to any Person,
Capital Stock of any class or kind ordinarily having the power to vote for the
election of directors (or persons fulfilling similar responsibilities) of such
Person.

"Xcel" means Xcel Energy Inc., a Minnesota
corporation.

ARTICLE II

ISSUE, EXECUTION, FORM AND
REGISTRATION OF SECURITIES

Section 2.1 Authentication and Delivery of
Securities.

Upon the execution and delivery of this Indenture, or
from time to time thereafter, Securities in an aggregate principal amount not in
excess of $500,000,000 (except as otherwise provided in Section 2.7 hereof) may
be executed by the Issuer and delivered to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver said Securities to or upon
the written order of the Issuer, signed by both (a) its Chairman of the Board of
Directors, or any Vice Chairman of the Board of Directors, or its President or
any Vice President and (b) by its Chief Financial Officer, or its Secretary or
any Assistant Secretary, or its Treasurer or any Assistant Treasurer without any
further action by the Issuer. The Securities shall be direct, unconditional
obligations of the Issuer and shall rank pari passu without preference among
themselves and equally in priority of payment with all other present and future
unsubordinated, unsecured indebtedness of the Issuer.

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Section 2.2 Execution of Securities.

The Securities shall be signed on behalf of the
Issuer by both (a) its Chairman of the Board of Directors or any Vice Chairman
of the Board of Directors or its President or any Vice President and (b) by its
Chief Financial Officer or its Secretary or its Assistant Secretary or its
Treasurer or any Assistant Treasurer, under its corporate seal which may, but
need not, be attested. Such signatures may be the manual or facsimile signatures
of the present or any future such officers. The seal of the Issuer may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.

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

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Section 2.3 Certificate of Authentication.

Only such Securities as shall bear thereon a
certificate of authentication substantially in the form recited in the form of
Security attached as Exhibit A hereto, executed by that Trustee by manual
signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

Section 2.4 Form, Denomination and Date of
Securities; Payments of Interest.

(a) The Securities and the Trustee's
certificate of authentication shall be substantially in the form set forth in
the form of Security attached as Exhibit A hereto. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Issuer executing the same may determine
with the approval of the Trustee.

Any of the Securities may be issued with
appropriate insertions, omissions, substitutions and variations and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with the
rules of any securities market in which the Securities are admitted to trading,
or to conform to general usage.

(b) (i) This Section 2.4(b)(i) shall apply
only to Securities in global form ("Global Securities") deposited with the U.S.
Depositary.

The Issuer shall execute and the Trustee
shall, in accordance with this Section 2.4(b)(i), authenticate and deliver
initially Global Securities that (a) shall be registered in the name of the U.S.
Depositary for such Global Securities or the nominee of such U.S. Depositary,
(b) shall be deposited on behalf of Agent Members (as defined herein) with the
Trustee as custodian for the U.S. Depositary and (c) shall bear legends
substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [INSERT NAME AND ADDRESS OF U.S. DEPOSITARY]
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, 
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS
REGISTERED IN THE NAME OF [INSERT NAME OF U.S. NOMINEE OF
DEPOSITARY], OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF U.S. 
DEPOSITARY], OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHO-

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RIZED REPRESENTATIVE OF [INSERT NAME OF U.S. DEPOSITARY] (AND
ANY PAYMENT HEREON IS MADE TO [INSERT NAME OF NOMINEE OF U.S.
DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN [INSERT NAME
OF U.S. DEPOSITARY OR A NOMINEE THEREOF] IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF
U.S. DEPOSITARY] HAS AN INTEREST HEREIN".

"TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF [INSERT
NAME OF U.S. DEPOSITARY] OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF".

Members of, or participants in, a U.S. Depositary
("Agent Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the U.S. Depositary or under any Global
Security, and the U.S. Depositary may be treated by the Issuer, the Trustee, and
any agent of the Issuer or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the U.S. Depositary or impair, as between the U.S.
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any security.

(ii) This Section 2.4(b)(ii) shall apply only to the
Global Security deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee as custodian
for the U.S. Depositary for credit to their respective
accounts (or to such other accounts as they may direct) at
Euroclear System ("Euroclear") or Cedel, S.A. ("Cedel")
insofar as interests in the Global Security are held by the
Agent Members for Euroclear or Cedel.

The provisions of the "Operating Procedures of the
Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and
the "Management Regulations" and "Instructions to Participants" of Cedel,
respectively, shall be applicable to such Global Security insofar as interests
therein are held by the Agent Members for Euroclear and Cedel. Account holders
or participants in Euroclear and Cedel shall have no rights under this Indenture
with respect to the Global Security, and the nominee of the U.S. Depositary may
be treated by the Issuer and the Trustee and any agent of the Issuer or the
Trustee as the owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the
Trustee or any agent of the Issuer or the Trustee from giving effect to any

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written certification, proxy or other authorization furnished by the U.S.
Depositary or impair, as between the U.S. Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any security.

(c) Each Security shall be dated the date of
its authentication and shall bear interest from the applicable date, and shall
be payable on the dates specified on the face of the form of Security attached
as Exhibit A hereto.

(d) The Person in whose name any Security is
registered at the close of business on the record date specified in the
Securities with respect to any Interest Payment Date shall be entitled to
receive the interest, if any, payable on such Interest Payment Date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such Interest Payment Date, except if and to the extent
the Issuer shall default in the payment of the interest due on such Interest
Payment Date, in which case such defaulted interest shall be paid to the Persons
in whose names Outstanding Securities are registered at the close of business on
a subsequent special record date, to be established (together with the related
payment date) by the Issuer with the consent of the Trustee. Such special record
date shall not be more than 15 nor less than 10 Business Days prior to the
payment date. Not more than 15 days prior to the special record date, the Issuer
(or the Trustee, in the name of and at the expense of the Issuer) shall mail to
Holders a notice that states the special record date, the related payment date
and the amount of interest to be paid. 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
the Securities are registered on such special record date.

(e) The Securities shall be issuable in the
denominations specified in the form of Security attached as Exhibit A hereto.

Section 2.5  Global Securities.

(a) Portions of a Global Security deposited
with the U.S. Depositary pursuant to Section 2.4 shall be transferred in
certificated form to the beneficial owners thereof only if such transfer
complies with Section 2.6 of this Indenture and (i) the U.S. Depositary notifies
the Issuer that it is unwilling or unable to continue as U.S. Depositary for
such Global Security or if at any time such U.S. Depositary ceases to be a
"clearing agency" registered under the Exchange Act and a successor depositary
is not appointed by the Issuer within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing with respect to the Securities and
payment of principal thereof and interest thereon has been accelerated.

(b) Portions of any Global Security that are
transferable to the beneficial owners thereof pursuant to this Section 2.5 shall
be surrendered by the U.S. Depositary to the Trustee at its New York office for
registration of transfer, in whole or from time to time in part, without charge
and the Trustee shall authenticate and deliver, upon such registration of
transfer of each portion of such Global Security, an equal aggregate principal
amount of

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Securities of authorized denominations. Any portion of a Global Security whose
registration is transferred pursuant to this Section 2.5 shall be executed,
authenticated and delivered only in the denominations specified in the form of
Security attached as Exhibit A hereto and registered in such names as the U.S.
Depositary shall direct.

(c) Subject to the provisions of Section
2.4(b) above, the registered Holder of any Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

(d) In the event of the occurrence of any of
the events specified in paragraph (a) of this Section 2.5, the Issuer shall
promptly make available to the Trustee a reasonable supply of certificated
Securities in definitive fully, registered form without interest coupons.

Section 2.6 Registration, Registration of Transfer
and Exchange.

(a) The Issuer shall keep at each office or
agency to be maintained for the purpose as provided in Section 3.2 hereof a
register or registers (collectively referred to as the "Securities Register") in
which, subject to such reasonable regulations as it may prescribe, it will
register or cause to be registered, the transfer of Securities as provided in
this Article. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. If at any time the Trustee shall not be serving as Security Registrar,
at all reasonable times such Securities Register shall be open for inspection by
the Trustee.

Upon due presentation for registration of
transfer of any Security at each such office or agency, the Issuer shall execute
and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities in authorized denominations for a like
aggregate principal amount.

Any Security or Securities may be exchanged
for a Security or Securities in other authorized denominations, in an equal
aggregate principal amount. Securities to be exchanged shall be surrendered at
each office or agency to be maintained by the Issuer for the purpose as provided
in Section 3.2 hereof, and the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities which
the Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

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

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The Issuer or Trustee shall not be required
to exchange or register a transfer of (a) any Securities for a period of 15 days
next preceding the first mailing of notice of redemption of Securities to be
redeemed or (b) any Securities selected, called or being called for redemption
except, in the case of any Security where public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

(b) Notwithstanding any provision to the
contrary herein, so long as a Global Security remains outstanding and is held by
or on behalf of the U.S. Depositary, transfers of a Global Security, in whole or
in part, shall only be made (x) in the case of transfers of portions of a Global
Security, to beneficial owners thereof in certificated form, in accordance with
Section 2.5, and (y) in all other cases, in accordance with this Section 2.6(b).

(c) Successive registrations and
registrations of transfers and ex changes as aforesaid may be made from time to
time as desired, and each such registration shall be noted on the Security
Register. No service charge shall be made for any registration of transfer or
exchange of the Securities, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith and any other amounts required to be paid by the provisions of the
Securities.

Section 2.7 Mutilated, Defaced, Destroyed, Lost and
Stolen Securities.

In case any temporary or definitive Security shall
become mutilated, defaced or be apparently destroyed, lost or stolen, the Issuer
in its discretion may execute, and upon the written request any officer of the
Issuer, the Trustee shall authenticate and deliver a new Security, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for Security so
apparently destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be required by
them to indemnify and defend and to save each of them harmless and, in every
case of destruction, loss or theft, evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof.

Upon the issuance of an substitute Security, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security which has matured or is about to mature, or has been called
for redemption in full, shall become mutilated or defaced or be apparently
destroyed, lost or stolen. the Issuer may, instead of issuing a substitute
Security, pay or authorize the payment of the same

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(without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as any of them may require to save each of them harmless from all
risks, however remote, and, in every case of apparent destruction, loss or
theft, the applicant shall also furnish to the Issuer and the Trustee and any
agent of the Issuer or the Trustee evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof.

Every substitute Security issued pursuant to the
provisions of this Section by virtue of the fact that any Security is apparently
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the apparently destroyed, lost or stolen Security
shall be at any time enforceable by anyone and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in)
this Indenture equally and proportionately with any and all other Securities
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, or apparently destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

Section 2.8 Cancellation of Securities: Destruction
Thereof.

All Securities surrendered for payment, redemption,
registration of transfer or exchange, if surrendered to the Issuer or any agent
of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation
or, if surrendered to the Trustee, shall be canceled by it provided all
conditions regarding such cancellation have been met; and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall cancel and dispose of all Securities
surrendered for registration of transfer, exchange, payment or cancellation in
accordance with the Trustee's policy of disposal. If the Issuer shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

Section 2.9 Temporary Securities.

Pending the preparation of definitive Securities, the
Issuer may execute and the Trustee shall authenticate and deliver temporary
Securities (printed, lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee). Temporary Securities shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee. Temporary Securities may contain such reference to
any

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provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities and thereupon temporary Securities may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for the purpose pursuant to Section 3.2 hereof, and
the Trustee shall authenticate and deliver in exchange for such temporary
Securities a like aggregate principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall be
entitled to the same benefits under this Indenture as definitive Securities.

Section 2.10 Computation of Interest.

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

ARTICLE III

COVENANTS OF
THE ISSUER AND THE TRUSTEE

Section 3.1 Payment of Principal and Interest.

The Issuer covenants and agrees that it will duly and
punctually pay or cause to be paid the principal and Change of Control purchase
price of, and premium, if any, and interest on, each of the Securities at the
place or places, at the respective times and in the manner provided in the
Securities. Payment of principal and the Change of Control purchase price of,
and premium and interest on the Securities shall be paid by mailing a check to
or upon the written order of the registered Holders of Securities entitled
thereto at their last address as it appears on the Securities Register or, upon
written application to the Trustee by a Holder of $1,000,000 or more in
aggregate principal amount of Securities, by wire transfer of immediately
available funds to an account maintained by such Holder with a bank or other
financial institution; provided, however, that (subject to the provisions of
Section 2.7 hereof) payment of principal and the Change of Control Price of, and
premium, if any, on, any Security may be conditioned upon presentation for
payment of the certificate representing such Security.

Section 3.2 Offices for Payments, etc.

So long as any of the Securities remain Outstanding,
the Issuer shall maintain in the Borough of Manhattan, The City of New York, the
following: (a) an office or agency where the Securities may be presented for
payment, (b) an office or agency where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided and (c)
an office or agency where notices and demands to or upon the Issuer in respect
of the Securities or

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of this Indenture may be served. The Issuer shall give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof. The Issuer hereby initially designates the Trustee's New York
office as such office or agency. In case the Issuer shall fail to maintain any
such office or agency or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office.

Section 3.3 Appointment to Fill Vacancy in Office of
Trustee.

The Issuer, whenever necessary to avoid or fill a
vacancy in the office of Trustee, shall appoint, in the manner provided in
Section 5.9 hereof, a Trustee, so that there shall at all times be a Trustee
hereunder.

Section 3.4 Paying Agents.

The Trustee shall be the principal paying agent for
the Securities. Whenever the Issuer shall appoint a paying agent other than the
Trustee, it shall cause 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,

(a) that it will hold all sums received by
it as such agent for the payment of the principal or Change of Control purchase
price of, or premium or interest on, the Securities (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities) in trust for
the benefit of the Holders of the Securities or of the Trustee,

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

(c) pay any such sums so held in trust by it
to the Trustee upon the Trustee's written request at any time during the
continuance of the failure referred to in clause (b) above.

The Issuer shall, prior to each due date of
the principal or Change of Control purchase price of, and premium, if any, or
interest on the Securities, deposit with the paying agent a sum sufficient to
pay such principal, Change of Control purchase price, premium or interest, and
(unless such paying agent is the Trustee) the Issuer shall promptly notify the
Trustee of any failure to take such action.

Anything in this Section 3.4 to the contrary
notwithstanding, the Issuer may at any time, for the purpose of obtaining
satisfaction and discharge of this Indenture or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by any paying agent

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hereunder, as required by this Section 3.4, such sums to be held by the Trustee
upon the trusts herein contained.

Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.4 is subject to the provisions of Section 9.3 and Section 9.1 hereof.

Section 3.5 Certificate to Trustee.

Issuer shall furnish to the Trustee on or before
March 31 in each year (beginning with 2001) a brief certificate from the
principal executive, financial or accounting officer of this Issuer as to his or
her knowledge of the Issuer's compliance with all covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture).

Section 3.6 Securityholder's Lists.

The Issuer shall furnish or cause to be furnished to
the Trustee a list in such form as the Trustee may reasonably require of the
names and addresses of the Holders of the Securities (a) semiannually not more
than 15 days after each record date for the payment of semi-annual interest on
the Securities, as specified in the form of Security attached as Exhibit A
hereto, as of such record date and (b) at other times as the Trustee may request
in writing, within thirty days after receipt by the Issuer of any such request
as of a date not more than 15 days prior to the time such information is
furnished.

Section 3.7 Reports by the Issuer.

The Issuer shall file with the Trustee and provide
Securityholders, within 15 days after it files them with the Commission, copies
of its annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) that the Issuer is required to file with the 
Commission pursuant to Section 13 or 15(d) of Exchange Act.

Section 3.8 Limitation on Liens.

So long as any of the Securities are Outstanding, the
Issuer shall not pledge, mortgage or hypothecate, or permit to exist, any
mortgage, pledge or other lien upon any property at any time directly owned by
the Issuer to secure any indebtedness for money borrowed that is incurred,
issued, assumed or guaranteed by the Issuer ("Indebtedness"), without making
effective provisions whereby the Securities shall be equally and ratably secured
with any and all such Indebtedness and with any other Indebtedness similarly
entitled to be equally and ratably secured; provided, however, that this
restriction shall not apply to or prevent the creation or existence of (i) liens
existing at the Original Issuance Date of the Securities, (ii) purchase money

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liens that do not exceed the cost or value of the purchased property, (iii)
other liens not to exceed 10% of Consolidated Net Tangible Assets, and (iv)
liens granted in connection with extending, renewing, replacing or refinancing,
in whole or in part, the Indebtedness (including, without limitation, increasing
the principal amount of such Indebtedness) secured by liens described in the
foregoing clauses (i) through (iii).

In the event that the Issuer shall propose to pledge,
mortgage or hypothecate any property at any time directly owned by it to secure
any Indebtedness, other than as permitted by clauses (i) through (iv) of the
previous paragraph, the Issuer shall (prior thereto) give written notice thereof
to the Trustee, who shall give notice to the Holders, and the Issuer shall,
prior to or simultaneously with such pledge, mortgage or hypothecation,
effectively secure all the Securities equally and ratably with such
Indebtedness.

Section 3.9 Repurchase of Securities Upon a Change of
Control.

(a) Upon a Change of Control, each Holder of
the Securities shall have the right to require that the Issuer repurchase such
Holder's Securities at a repurchase price in cash equal to 101% of the principal
amount thereof plus accrued interest, if any, to the date of repurchase, in
accordance with the terms set forth in subsection (b) below.

(b) Within 30 days following any Change of
Control, the Issuer shall mail a notice to each Holder (with a copy to the
Trustee) stating:

(1) that a Change of Control has
occurred and that such Holder has the right to require the Issuer to repurchase
such Holder's Securities at a repurchase price in cash equal to 101% of the
principal amount thereof plus accrued interest, if any, to the date of
repurchase (the "Change of Control Offer");

(2) the circumstances and relevant
facts regarding such Change of Control (including information with respect to
pro forma historical income, cash flow and capitalization of the Issuer after
giving effect to such Change of Control);

(3) the repurchase date (which shall
be a Business Day and be not earlier than 30 days or later than 60 days from the
date such notice is mailed) (the "Repurchase Date");

(4) that any Security not tendered
for purchase will continue to accrue interest;

(5) that interest on any Security
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue after the repurchase of such Security on the Repurchase Date;

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(6) that Holders electing to have a
Security purchased pursuant to a Change of Control Offer will be required to
surrender the Security, with the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Security completed, to the paying agent at the
address specified in the notice prior to the close of business on the Business
Day prior to the Repurchase Date;

(7) that Holders will be entitled to
withdraw their election if the paying agent receives, not later than the close
of business on the third Business Day (or such shorter periods as may be
required by applicable law) preceding the Repurchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Securities the Holder delivered for purchase, and a
statement that such Holder is withdrawing its election to have such Securities
purchased; and

(8) that Holders that elect to have
their Securities purchased only in part will be issued new Securities in a
principal amount equal to then unpurchased portion of the Securities
surrendered.

(c) Notwithstanding the foregoing, for so
long as the Securities are in the form of Global Securities, the Issuer shall
deliver to the U.S. Depositary within the time periods specified above, for
retransmittal to its Agent Members, a notice substantially to the effect
specified in clauses (1) through (5) and (7) above, which notice shall also
specify the required procedures (furnished by the U.S. Depositary) for holders
of interests in the Global Securities to tender and receive payment of the
purchase price for such interests (including the U.S. Depositary's "Repayment
Option Procedures," to the extent applicable), all in accordance with the U.S.
Depositary's rules, regulations and practices.

(d) On the Repurchase Date, the Issuer shall
(i) accept for payment Securities or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Trustee money sufficient without
reinvestment to pay the purchase price of all Securities or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Securities so
accepted together with an Officers' Certificate identifying the Securities or
portions thereof tendered to the Issuer. The Trustee shall promptly mail to the
Holders of the Securities so accepted payment in an amount equal to the purchase
price, and promptly authenticate and mail to such Holders a new Security in a
principal amount equal to any unpurchased portion of the Security surrendered.
The Issuer will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Repurchase Date.

(e) The Issuer shall comply with Rule 14e-1
under the Exchange Act and any other applicable laws and regulations in the
event that a Change of Control occurs and the Issuer is required to make a
Change of Control Offer.

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ARTICLE IV

REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

Section 4.1 Event of Default Defined; Acceleration of
Maturity; Waiver of Default.

In case of one or more of the following Events of
Default (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing, that
is to say:

(a) default in the payment of all or any
part of the principal or Change of Control purchase price of, or premium, if
any, on, any of the Securities as and when the same shall become due and payable
either at maturity, upon any redemption or required repurchase, by declaration
of acceleration or otherwise;

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

(c) an event of default, as defined in any
instrument of the Issuer under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Issuer that has resulted in the
acceleration of such Indebtedness, or any default occurring in payment of any
such Indebtedness at final maturity (and after the expiration of any applicable
grace periods), other than such Indebtedness (i) which is payable solely out of
the property or assets of a partnership, joint venture or similar entity of
which the Issuer is a participant, or which is secured by a lien on the property
or assets owned or held by such entity, without further recourse to or liability
of the Issuer, or (ii) the principal of, and interest on, which, when added to
the principal of and interest on all other such Indebtedness (exclusive of
Indebtedness under clause (i) above), does not exceed $20,000,000; or

(d) failure on the part of the Issuer duly
to observe or perform any other of the covenants or agreements on the part of
the Issuer in the Securities or in this Indenture and such failure continues for
a period of 30 days after the date on which written notice specifying such
failure, stating that such notice is a "Notice of Default" hereunder and
demanding that the Issuer remedy the same, shall have been given by registered
or certified mail, return receipt requested, to the Issuer by the Trustee, or to
the Issuer and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Securities at the time Outstanding; or

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(e) one or more final judgments, decrees or
orders of any court, tribunal, arbitrator, administrative or other governmental
body or similar entity for the payment of money shall be rendered against the
Issuer or any of its properties in an aggregate amount in excess of $20,000,000
(excluding the amount thereof covered by insurance) and such judgment, decree or
order shall remain unvacated, undischarged and unstayed for more than 90
consecutive days, except while being contested in good faith by appropriate
proceedings; or

(f) a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Issuer in an
involuntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or a decree or
order adjudging the Issuer a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment, or composition
of or in respect of the Issuer under any applicable federal or state law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, shall have been entered,
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

(g) the Issuer shall commence a voluntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the
entry of a decree or order for relief in an involuntary case or proceeding under
any such law, or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer, or the filing by the Issuer of a petition or
answer or consent seeking reorganization or relief under any such applicable
federal or state law, or the consent by the Issuer to the filing of such
petition or to the appointment of or the taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Issuer or of any substantial part of its property, or the making by the
Issuer of an assignment for the benefit of creditors, or the taking of action by
the Issuer in furtherance of any such action; then and in each and every such
case (other than an Event of Default with respect to the Issuer specified in
4.1(f) or 4.1(g) hereof), unless the principal of all of the Securities shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities then Outstanding
hereunder, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal of all the Securities and the
interest accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. This provision,
however, is subject to the condition that if, at any time after the principal of
the Securities 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 Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities and the principal or Change of Control purchase price and
premium, if any, of any and all Securities that shall have become due otherwise
than by acceleration (with interest upon such principal and Change of Control
purchase price and premium, if any, and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the rate of 

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interest specified in the Securities, to the date of such payment or deposit)
and such amount as shall be sufficient to cover reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other reasonable expenses and liabilities incurred and all
reasonable advances made, by the Trustee and each predecessor Trustee except as
a result of negligence or bad faith, and if any and all Events of Default under
the Indenture, other than the non-payment of the principal that shall have
become due by acceleration, shall have been cured, waived or otherwise remedied
as provided herein, then and in every such case the Holders of a majority in
aggregate principal amount of the Securities then Outstanding, by written notice
to the Issuer and to the Trustee, may waive all defaults (except, unless
theretofore cured, a default in payment of principal of, or Change of Control
purchase price or premium, if any, or interest on, the Securities) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

If an Event of Default specified in Section
4.1(f) or 4.1(g) hereof occurs with respect to the Issuer, the principal of and
accrued interest on the Security shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholder.

Section 4.2 Collection of Indebtedness by Trustee;
Trustee May Prove Debt.

The Issuer covenants that (a) in case default shall
be made in the payment of any installment of interest on any of the Securities
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal or Change of Control purchase
price of, or premium, if any, on, any of the Securities when the same shall have
become due and payable, whether upon maturity or upon any redemption or by
declaration or acceleration or otherwise, then upon demand of the Trustee, the
Issuer shall pay to the Trustee for the benefit of the Holders of the Securities
the whole amount that then shall have become due and payable on all such
Securities of principal. Change of Control purchase price, premium or interest,
as the case may be (with interest to the date of such payment upon the overdue
principal, Change of Control purchase price or premium and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the rate of interest specified in the Securities);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any reasonable expenses and liabilities incurred, and all
reasonable advances made, by the Trustee and each predecessor Trustee except as
a result of its negligence or bad faith.

Until such demand is made by the Trustee, the Issuer
may pay the principal and Change of Control purchase price of and premium and
interest on the Securities to the registered Holders, whether or not the
Securities be overdue.

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

In case there shall be pending proceedings relative
to the Issuer or any other obligor upon the Securities under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, custodian, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its
property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Issuer or other obligor upon the Securities, or to
the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective or
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 4.2, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

(a) to file and prove a claim or claims for
the whole amount of principal, Change of Control purchase price, premium and
interest owing and unpaid in respect of the Securities, and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee
and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all reasonable expenses and liabilities
incurred, and all reasonable advances made, by the Trustee and each predecessor
Trustee, except as a result of negligence or bad faith) and of the
Securityholders, allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities, or to the creditors or property of the Issuer
or such other obligor;

(b) unless prohibited by applicable law and
regulations, to vote on behalf of the Holders of the Securities in any election
of a trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings; and

(c) to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or
other similar official is hereby authorized by each of the Securityholders to
make payments to the Trustee, and, in the event that the Trustee shall consent
to the making of payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other reasonable expenses and liabilities

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incurred, and all reasonable advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith.

Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Securityholders any plan or reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims
under this Indenture, or under any of the Securities, may be enforced by the
Trustee without the possession of any of the Securities or the production
thereof at any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities.

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

Section 4.3 Application of Proceeds.

Any moneys and properties collected by the Trustee
pursuant to this Article shall be applied in the following order at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and stamping (or otherwise noting) thereon the payment, or issuing Securities in
reduced principal amounts in exchange for the presented Securities if only
partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses,
including reasonable compensation to the Trustee and each predecessor Trustee
and their respective agents and attorneys and of all reasonable expenses and
liabilities incurred, and all reasonable advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith and all other
amounts due under Section 5.6 hereof;

SECOND: In case the principal and the Change of
Control purchase price and premium, if any, of the Securities shall not have
become and be then due and payable, to the payment of interest in default in the
order of the maturity of the installments of such interest, with interest (to
the extent that such interest has been collected by the Trustee) upon the
overdue

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installments of interest at the rate of interest specified in the Securities,
such payments to be made ratably to the persons entitled thereto, without
discrimination or preference;

THIRD: In case the principal or the Change of Control
purchase price of the Securities shall have become and shall be then due and
payable, to the payment of the whole amount then owing and unpaid upon all the
Securities for principal, Change of Control purchase price, premium, and
interest, with interest upon the overdue principal, Change of Control purchase
price, premium, if any, and (to the extent that such interest has been collected
by the Trustee) upon overdue installments of interest at the rate of interest
specified in the Securities, and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Securities, then to the
payment of such principal, Change of Control purchase price, premium and
interest, without preference or priority of principal, Change of Control
purchase price or premium over interest, or of interest over principal or Change
of Control purchase price or premium, or of any installment of interest over any
other installment of interest, or of any Security over any other Security,
ratably to the aggregate of such principal and accrued and unpaid interest; and

FOURTH: To the payment of the remainder, if any, to
the Issuer or any other Person lawfully entitled thereto.

The Trustee may fix a record date and payment date
for any payment to Securityholders pursuant to this Section 4.3.

Section 4.4 Suits for Enforcement.

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

Section 4.5 Restoration of Rights on Abandonment of
Proceedings.

In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the
Trustee, then and in every such case the Issuer and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

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Section 4.6 Limitations of Suits by Securityholders.

No Holder of any Security shall have any right by
virtue or by availing of any provision of this Indenture to institute any action
or proceeding at law or in equity or in bankruptcy or otherwise upon or under
or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities then Outstanding shall have made written
request upon the Trustee to institute such action or proceedings 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 30 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 4.8 hereof; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security with every other taker and Holder and the Trustee, that
no one or more Holders of Securities shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holder of Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
fight under this indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities. For the
protection and enforcement of the provisions of this Section 4.6 each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Section 4.7 Powers and Remedies Cumulative, Delay or
Omission Not Waiver of Default.

Except as provided in Section 2.7 hereof, no right or
remedy herein conferred upon or reserved to the Trustee or to the
Securityholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder
of any of the Securities to exercise as aforesaid any such right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such
Event of Default or an acquiescence therein; and, subject to Section 4.6 hereof,
every power and remedy given by this Indenture 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.

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Section 4.8 Control by Securityholders.

The Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee by
this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided further
that (subject to the provisions of Section 5.1 hereof) the Trustee shall have
the right to decline to follow any such direction if the Trustee, being advised
by counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forbearances specified in or pursuant to such
direction shall be unduly prejudicial to the interests of Holders of the
Securities not joining in the giving of said direction, it being understood that
(subject to Section 5.1 hereof) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

Nothing in this Indenture shall impair the right of
the Trustee in its discretion to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by Securityholders.

Section 4.9 Waiver of Past Defaults.

Prior to the declaration of the maturity of the
Securities as provided in Section 4.1 hereof, the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding may on
behalf of the Holders of all the Securities waive any past default or Event of
Default hereunder and its consequences, except a default (a) in the payment of
principal or Change of Control purchase price of, premium, if any, or interest
on any of the Securities or (b) in respect of a covenant or provision hereof
that cannot be modified or amended without the consent of the Holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee and
the Holders of the Securities 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.

Upon any such waiver, such default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured, and not to have
occurred for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.

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Section 4.10 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture
(including, without limitation, Section 4.6 hereof), the right of any Holder to
receive, and to institute suit to enforce, payment of the principal and Change
of Control purchase price of, and premium, if any, and interest on the
Securities on or after the respective due dates expressed in such Securities
(including upon redemption and acceleration of the maturity of the principal of
and premium, if any, and interest on the Securities), shall not be affected or
impaired, and shall be absolute and unconditional.

ARTICLE V

CONCERNING THE TRUSTEE

Section 5.1 Duties and Responsibilities of the
Trustee; During Default; Prior to Default.

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

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

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

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

(ii) in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates
or opinions furnished to the Trustee and conforming to the
requirements of this

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Indenture; but in the case of any such statements,
certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this
Indenture;

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

(c) the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a majority in
principal amount of the Securities 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.

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 shall be reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such liability is not reasonably assured to it.

Section 5.2 Certain Rights of the Trustee.

Subject to Section 5.1 hereof:

(a) the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, Officers'
Certificate or any other certificate (including, without limitation, any
certificate provided to the Trustee pursuant to Section 3.5 hereof), statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, coupon, security or other paper document believed by it to be genuine and
to have been signed or presented by the proper party or parties;

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

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

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

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

(f) the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such examination
shall be paid by the Issuer, or by the Trustee or any predecessor Trustee and
repaid by the Issuer upon demand; and

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

Section 5.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application of Proceeds Thereof.

The recitals contained herein and in the Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Issuer or any of the Securities or
of the proceeds thereof.

Section 5.4 Trustee and Agents May Hold Securities;
Collections, etc.

The Trustee or any agent of the Issuer or the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it

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were not the Trustee or such agent and may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.

Section 5.5 Moneys Held by Trustee.

Subject to the provisions of Section 9.4 hereof, all
moneys and properties received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder, except as the Issuer and the Trustee otherwise may agree.

Section 5.6 Compensation and Indemnification of
Trustee and Its Prior Claim.

The Issuer covenants and agrees to pay to the Trustee
from time to time as shall be agreed upon between the Issuer and the Trustee in
writing from time to time, and the Trustee shall be entitled to reasonable
compensation (which shall not be limited by any provision of law relating to the
compensation of a trustee of an express trust), and the Issuer covenants and
agrees to pay or reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ), except
to the extent any such expense, disbursement or advance may arise from the
Trustee's negligence or bad faith. The Issuer also covenants to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
and all loss, liability, damage, claims or expense arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder and the performance of its duties hereunder,
including the costs and expenses of defending and investigating any claim of
liability in the premises, except to the extent any such loss, liability or
expense is due to its own negligence or bad faith. The obligations of the Issuer
under this Section 5.6 to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. To secure the Issuer's payment obligations in this Section 5.6, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Securities.

Section 5.7 Right of Trustee to Rely on Officers'
Certificate, etc.

Subject to Section 5.1 and Section 5.2 hereof,
whenever in the administration of the trusts of this Indenture the Trustee shall
deem it necessary or desirable that a matter be

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proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee.

Section 5.8 Persons Eligible for Appointment as
Trustee.

The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United States or
of a state thereof, having a combined capital and surplus of at least
$500,000,000, and which is authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of a federal, state or District of
Columbia supervising or examining authority, then for the purposes of this
Section 5.8, 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. No obligor on the Securities or Person
directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee.

Section 5.9 Resignation and Removal; Appointment of
Successor Trustee.

(a) The Trustee may at any time resign by
giving written notice of resignation to the Issuer and by mailing notice thereof
by first-class mail to Holders of Securities at their last addresses as they
shall appear on the Securities Register. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no such successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities for at least six
months may, 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 deemed proper and prescribe, appoint a
successor trustee.

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

(i) the Trustee shall fail to comply
with the provisions of Section 310(b) of the Trust Indenture
Act, after written request thereafter by the Issuer or by any
Securityholder who has been a bona fide Holder of a Security
or Securities for at least six months;

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(ii) the Trustee shall cease to be
eligible in accordance with the provisions of Section 5.8
hereof and shall fail to resign after written request therefor
by the Issuer or by any such Securityholder; or

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

then, in any such case, the Issuer may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy of which shall be delivered to
the successor trustee, or, 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 aggregated
principal amount of the Securities at the time Outstanding may at any time
remove the Trustee and appoint a successor trustee by delivering to the Trustee
so removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 6.1 hereof of the action in that regard taken by the
Securityholders.

(d) Any resignation or removal of the
Trustee and any appointment of a successor trustee pursuant to any of the
provisions of this Section 5.9 shall become effective only upon acceptance of
appointment by the successor trustee as provided in Section 5.10 hereof.

Section 5.10 Acceptance of Appointment by Successor
Trustee.

Any successor trustee appointed as provided in
Section 5.9 hereof shall execute and deliver to the Issuer and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
of its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Issuer or of the
successor trustee, upon payment of its charges then unpaid, the Trustee ceasing
to act shall, subject to Section 9.4 hereof, pay over the successor trustee all
moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers,
duties and obligations. Upon request of any such successor trustee, the Issuer
shall execute appropriate instruments in writing for more fully and certainly
vesting in and confirming to such successor such rights and powers. Any Trustee
ceasing to act shall, neverthe-

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less, retain a prior claim upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the provisions of Section
5.6 hereof.

Upon acceptance of appointment by a successor trustee
as provided in this Section 5.10, the Issuer shall mail notice thereof by
first-class mail to the Holders of Securities at their last addresses as they
shall appear in the Securities Register. If the acceptance of appointment is
substantially contemporaneous with the resignation then the notice called for by
the preceding sentence may be combined with the notice called for by Section 5.9
hereof. If the Issuer fails to mail such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Issuer.

Notwithstanding replacement of the Trustee pursuant
to this Section 5.10, the Issuer's obligations under Section 5.6 hereof shall
continue for the benefit of the retiring Trustee.

Section 5.11 Merger, Conversion, Consolidation or
Succession to Business of Trustee.

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 that such
corporation shall be eligible under the provisions of Section 5.8 hereof,
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 at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture, any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Securities so authenticated and, in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee, and in such cases such certificate
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
that the fight to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

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ARTICLE VI

CONCERNING THE SECURITYHOLDERS

Section 6.1 Evidence of Action Taken by
Securityholders.

Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders, in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 5.1 and Section 5.2 hereof) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this
Article.

Section 6.2 Proof of Execution of Instruments and of
Holding of Securities Record Date.

Subject to Section 5.1 and Section 5.2 hereof, the
execution of any instrument by a Securityholder or his agent or proxy may be
provided in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee. The holding of Securities shall be provided by the Securities Register
or by a certificate of the Security Registrar thereof. The Issuer may set a
record date for purposes of determining the identity of Holders of Securities
entitled to vote or consent to any action referred to in Section 6.1 hereof,
which record date may be set at any time or from time to time by notice to the
Trustee for any date or dates (in the case of any adjournment or resolicitation)
not more than 60 days nor less than five days prior to the proposed date of such
vote or consent, and thereafter, notwithstanding any other provisions hereof,
only Holders of Securities of record on such record date shall be entitled to so
vote or give such consent or to withdraw such vote or consent.

Section 6.3 Holders to Be Treated as Owners.

The Issuer, the Trustee and any agent of the Issuer
or the Trustee may deem and treat the Person in whose name any Security shall be
registered upon the Securities Register as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal and Change of Control purchase price of, and
premium, if any, on and, subject to the provisions of this Indenture, interest
on such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such 

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Person, or upon his order, shall be valid and to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Security.

Section 6.4 Securities Owned by Issuer Deemed Not
Outstanding.

In determining whether the Holders of the requisite
aggregate principal amount of Securities have concurred in any direction,
consent or waiver under this Indenture, Securities that are owned by the Issuer
or any other obligor on the Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
obligor on the Securities 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 that the Trustee knows are so owned
shall be so disregarded. Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Section 5.1 and
Section 5.2 hereof, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

Section 6.5 Right of Revocation of Action Taken.

At any time prior to (but not after) the evidencing
to the Trustee, as provided in Section 6.1 hereof, of the taking of any action
by the Holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities, the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all such Securities.

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ARTICLE VII

SUPPLEMENTAL INDENTURES

Section 7.1 Supplemental Indentures Without Consent
of Securityholders.

The Issuer, when authorized by a resolution of its
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto for one or more of the
following purposes:

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

(b) to evidence the succession of another
corporation to the Issuer, or successive successions, and the assumption by the
successor corporation of the covenants, agreements and obligations of the Issuer
pursuant to Article Eight hereof;

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

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

(e) to modify or supplement this Indenture
or any indenture supplemental hereto in such manner as to permit the
qualification thereof under the Trust Indenture Act of any other similar federal
statute hereafter in effect.

The Trustee is hereby authorized to join in
the execution of any such supplemental Indenture, to make any further
appropriate agreements and stipulations that may be 

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therein continued and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture that affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the
provisions of this Section 7.1 may be executed without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 7.2 hereof.

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Section 7.2 Supplemental Indentures With Consent of
Securityholders.

With the consent (evidenced as provided in Article
Six hereof) of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding, the Issuer, when authorized by
a resolution of its Board of Directors, and the Trustee may, from time to time
and at any time, modify this Indenture or any indentures supplemental hereto or
the rights of the Holders of the Securities; provided, that no such supplemental
indenture shall (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof or upon a
Change of Control or impair or affect the right of any Securityholder to
institute suit for the payment thereof or make any change to Section 3.9 hereof
that adversely affects the rights of the Holders of the Securities, in each case
without the consent of the Holder of each Security so affected, or (b) without
the consent of the Holders of all Securities then Outstanding, (i) reduce the
aforesaid percentage of Securities, the consent of the Holders of which is
required for any such modification, or the percentage of Securities, the consent
of the Holders of which is required for any waiver provided for in this
Indenture, (ii) change any obligation of the Issuer to maintain an office or
agency in the places and for the purposes specified in Section 3.2 or (iii) make
any change in Section 4.9 or this Section 7.2, except to increase any
percentages or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holders of each Outstanding
Security affected thereby.

Upon the request of the Issuer, accompanied by a copy
of a resolution of the Board of Directors certified by the Secretary or an
Assistant Secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders and other documents, if any, required by Section 6.1
hereof the Trustee shall join with the Issuer 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 under this Section 7.2 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 Issuer and the
Trustee of any supplemental indenture pursuant to the provisions of this Section
7.2, the Issuer shall mail a notice thereof by first-class mail to the Holders
of Securities at their addresses as they shall appear on the Securities
Register, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

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Section 7.3 Effect of Supplemental Indenture.

Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall 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 Issuer and the Holders of Securities 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 7.4 Documents to Be Given to Trustee.

The Trustee, subject to the provisions of Section 5.1
and Section 5.2 hereof, may receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such supplemental indenture complies
with the applicable provisions of this Indenture.

Section 7.5 Notation of Securities in Respect of
Supplemental Indentures.

Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Seven may bear a notation in form approved by the Trustee as to any
matters provided for by such supplemental indenture or as to any action taken at
any such meeting by the Issuer or the Trustee shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities then Outstanding.

ARTICLE VIII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 8.1 Covenant Not to Merge, Consolidate, Sell
or Transfer Assets Except Under Certain Conditions.

(a) The Issuer shall not consolidate with or
merge into any other Person, or sell, convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and Issuer shall not
permit any Person to consolidate with or merge into the Issuer, unless: (i)
immediately prior to and immediately following such consolidation, merger, sale
or lease, no Event of Default shall have occurred and be continuing and (ii) the
Issuer is the surviving or continuing corporation, or the surviving or
continuing corporation or corporation that acquires by sale, conveyance,
transfer or lease is incorporated in the United States of

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America or Canada and expressly assumes the payment and performance of all
obligations of the Issuer under the Indenture and the Securities.

(b) Except for the sale of the properties
and assets of the Issuer substantially as an entirety pursuant to subsection (a)
above, and other than assets required to be sold to conform with governmental
regulations, the Issuer shall not sell or otherwise dispose of any assets (other
than short-term, readily marketable investments purchased for cash management
purposes with funds not representing the proceeds of other asset sales) if on a
pro forma basis, the aggregate net book value of all such sales during the most
recent 12-month period would exceed 10 percent of Consolidated Net Tangible
Assets computed as of the end of the most recent fiscal quarter preceding such
sale; provided, however, that any such sales shall be disregarded for purposes
of this 10 percent limitation if the proceeds are invested in assets in similar
or related lines of business of the Issuer and, provided further, that the
Issuer may sell or otherwise dispose of assets in excess of such 10 percent if
the proceeds from such sales or dispositions, which are not reinvested as
provided above, are retained by the Issuer as cash or cash equivalents or are
used by the Issuer to purchase Securities which are then delivered to the
Trustee for cancellation or are used to reduce or retire Indebtedness ranking
pari passu in right of payment to the Securities.

Section 8.2  Successor Corporation Substituted.

In case of any such consolidation, merger, sale or
transfer, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein.

Such successor corporation may cause to be signed,
and may issue either in its own name or in the name of the Issuer prior to such
succession any or all of the Securities issuable hereunder that theretofore
shall not have been signed by the Issuer and delivered to the Trustee; and, upon
the order of such successor corporation, instead of the Issuer, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities that previously
shall have been signed and delivered by the officers of the Issuer to the
Trustee for authentication and any Securities that such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of 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.

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

In the event of any such sale or transfer (other than
a transfer by way of lease) the Issuer or any successor corporation which shall
theretofore have become such in the manner 

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described in this Article 8 shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be liquidated and
dissolved.

Section 8.3 Opinion of Counsel to Trustee; Officers'
Certificate.

The Trustee, subject to the provisions of Section 5.1
and Section 5.2 hereof, shall receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
transfer, and any such assumption, and any such liquidation or dissolution,
complies with the applicable provisions of this Indenture.

ARTICLE IX

SATISFACTION AND DISCHARGE
OF INDENTURE; UNCLAIMED MONEYS

Section 9.1 Satisfaction and Discharge of Indenture.

If at any time (a) the Issuer shall have paid or
caused to be paid the principal and Change of Control purchase price of and
premium, if any, and interest on all the Securities Outstanding hereunder, as
and when the same shall have become due and payable, or (b) the Issuer shall
have delivered to the Trustee for cancellation of all Securities 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 2.7
hereof) or (c)(i) all such Securities 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 under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (ii) the Issuer shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 9.4 hereof) or U.S. Government Obligations, maturing as to principal,
premium, if any, and interest in such amounts and at such times as will insure
(without reinvestment) the liability of cash sufficient, 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 all
such Securities not theretofore delivered to the Trustee for cancellation,
including principal, premium, if any, and interest due or to become due to such
date of maturity as the case may be, and if, in any such case, the Issuer shall
also pay or cause to be paid all other sums payable hereunder by the Issuer,
then this Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer and exchange, and the Issuer's right to optional
redemption, (ii) substitution of apparently mutilated, defaced, destroyed, lost
or stolen Securities, (iii) rights of Holders to receive payments of principal
thereof (including any Change of Control purchase price previously accrued) and
premium, if any, and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), (iv) the rights and obligations and
immunities of the Trustee hereunder and (v) the rights of the Securityholders as
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the property so deposited with the Trustee payable to all or any of them), and
the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Issuer, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture; provided that the rights of Holders of the Securities to receive
amounts in respect of principal of and premium, if any, and interest or the
Securities held by them shall not be delayed longer than required by then
applicable mandatory rules or policies of any securities exchange upon which the
Securities are listed.

The Issuer agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred and to compensate
the Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities.

Section 9.2 Application by Trustee of Funds Deposited
for Payment of Securities.

Subject to Section 9.4 hereof, all moneys deposited
with the Trustee pursuant to Section 9.1 hereof shall be held in trust and
applied, by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities for the payment or redemption of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
principal and Change of Control purchase price, premium, if any, and interest;
but such money need not be segregated from other funds except to the extent
required by law.

Section 9.3 Repayment of Moneys Held by Paying Agent.

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

Section 9.4 Return of Moneys Held by Trustee and
Paying Agent Unclaimed for Two Years.

Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal or Change of Control purchase
price of or premium or interest on any Security and not applied but remaining
unclaimed for two years after the date upon which such principal, Change of
Control purchase price, premium or interest shall have become due and payable
shall, upon the written request of the Issuer, be repaid to the Issuer by the
Trustee or such paying agent, and the Holder of such Security shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the issuer for any payment
which such Holder may be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall thereupon cease.

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Section 9.5 Defeasance and Discharge of Indenture.

The Issuer will be deemed to have paid and will be
discharged from any and all obligations in respect of the Securities, on the
123rd day after the deposit referred to in subparagraph (A) hereof has been
made, and the provisions of this Indenture will no longer be in effect with
respect to the Securities (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except as to:

(a) rights of registration of transfer and
exchange, and the Issuer's right of optional redemption, (b) substitution of
apparently mutilated, defaced, destroyed, lost or stolen securities, (c) rights
of Holders to receive payments of principal (including rights to receive any
Change of Control purchase price previously accrued) thereof and premium, if
any, and interest thereon, (d) the rights, obligations and immunities of the
Trust hereunder, (e) the rights of the Securityholders as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them and (f) the obligations of the Issuer to maintain a place of payment for
the Securities under Section 3.1 hereof; provided that the following conditions
shall have been satisfied:

(A) with reference to this Section 9.5
the Issuer has irrevocably deposited or caused to be irrevocably deposited with
the Trustee (or another trustee satisfying the requirements of Section 5.8
hereof) as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities, (i) money in
an amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms
(without reinvestment) will provide not later than one day before the due date
of any payment referred to in clause (x) or (y) of this subparagraph (A) money
in an amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, (x) the principal and
Change of Control purchase price of, premium, if any, and each installment of
principal and interest on the Outstanding Securities at the maturity date of
such principal or installment of principal or interest and (y) any mandatory
sinking fund payments or analogous payments applicable to the Securities on the
day on which such payments are due and payable in accordance with the terms of
this Indenture and the Securities;

(B) the Issuer has delivered to the
Trustee (i) an Opinion of Counsel to the effect that Holders will not recognize
income, gain or loss for federal income tax purposes as a result of the Issuer's
exercise of its option under this Section 9.5 and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would have been the case if such deposit, defeasance and discharge had not
occurred, which Opinion of Counsel must be based on (x) a change in applicable
federal income tax law or related Treasury Regulations after the date of this
Indenture or (y) a ruling received by the Issuer from 

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the Internal Revenue Service to the same effect and (ii) an Opinion of Counsel
to the effect that the defeasance trust does not constitute an "investment
company" under the Investment Company Act of 1940, as amended, and after the
passage of 123 days following the deposit, the trust fund will not be subject to
the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law;

(C) immediately after giving effect to
such deposit on a pro forma basis, no Event of Default, or event that after the
giving of notice or lapse of time or both would become an Event of Default,
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 123rd day after the date of such deposit, and such deposit
shall not result in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Issuer is a party or by which the
Issuer is bound; and

(D) if at such time the Securities are
listed on a national securities exchange, the Issuer has delivered to the
Trustee an Opinion of Counsel to the effect that the Securities will not be
delisted as a result of such deposit, defeasance and discharge.

Section 9.6 Defeasance of Certain Obligations.

The Issuer may omit to comply with any term,
provision, or condition set forth in this Indenture in Sections 3.8 and Section
3.9, and Section 4.l(d) (with respect to Sections 3.8 and 3.9) and Sections
4.1(c) and (e) shall be deemed not to be Events of Default on the 123rd day
after the deposit referred to in subparagraph (A) hereof if:

(A) with reference to this Section 9.6,
the Issuer has irrevocably deposited or caused to be irrevocably deposited with
the Trustee (or another trustee satisfying the requirements of Section 5.6
hereof) as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities, (i) money in
an amount, or (ii) U.S. Government Obligations which bought the payment of
interest and principal in respect thereof in accordance with their terms
(without reinvestment) will provide not later than one day before the due date
of any payment referred to in clauses (x) or (y) of this Section 9.6, money in
an amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
certification thereof delivered to the Trustee, to pay and discharge, after
payment of all federal, state and local taxes or other charges and assessments
in respect thereof payable by the Trustee, (x) the principal and Change of
Control purchase price of, premium, if any, and each installment of principal
and interest on the Outstanding Securities at the maturity date of such
principal or installment of principal or interest and (y) any mandatory sinking
fund payments or analogous payments applicable to the Securities on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and the Securities;

(B) the Issuer has delivered to the
Trustee (i) an Opinion of Counsel to the effect that Holders will not recognize
income, gain or loss for federal income tax 

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purposes as a result of the Issuer's exercise of its option under this Section
9.6 and will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred, and (ii) an Opinion of Counsel to the
effect that the defeasance trust does not constitute an "investment company"
under the Investment Company Act of 1940, as amended, and after the passage of
123 days following the deposit, the trust fund will not be subject to the effect
of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor
and Creditor Law;

(C) immediately after giving effect to
such deposit on a pro forma basis, no Event of Default, or event that after the
giving of notice or lapse of time or both would become an Event of Default,
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 123rd day after the date of such deposit, and such deposit
shall not result in a breach or violation of or constitute a default under any
other agreement or instrument to which the Issuer is a party or by which the
Issuer is bound; and

(D) if at such time the Securities are
listed on a national securities exchange, the Issuer has delivered to the
Trustee an Opinion of Counsel to the effect that the Securities will not be
delisted as a result of such deposit, defeasance and discharge.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Incorporators, Shareholders, Officers
and Directors of Issuer Exempt from Individual Liability.

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

Section 10.2 Provisions of the Indenture for the Sole
Benefit of Parties and Securityholders.

Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders (and, where
expressly set forth herein, owners of interests in any Global Security), any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision

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herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and the Holders (and, where expressly
set forth herein, owners of interests in any Global Security).

Section 10.3 Successors and Assigns of Issuer Bound
by Indenture.

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

Section 10.4 Notices and Demands on Issuer, Trustee
and Securityholders.

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 to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to NRG Energy, Inc., 1221 Nicollet Mall, Suite 700,
Minneapolis, Minnesota 55403, Attention: Chief Financial Officer. Any notice,
direction, request or demand by the Issuer 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 at the Corporate Trust Office or such office or
agency designated for such purpose in Section 3.2 hereof.

Where this Indenture provides for notice to Holders,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
entitled thereto, at his last address as it appears in the Securities Register.
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail notice
to the Issuer and Securityholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

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Section 10.5 Officers' Certificates and Opinions of
Counsel, Statements to Be Contained Therein.

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

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

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

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

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

Section 10.6 Payments Due on Saturdays, Sundays and
Holidays.

If the date of maturity of interest on or principal,
Change of Control purchase price, or premium, if any, of the Securities or the
date fixed for redemption of any Security shall not be a Business Day, then
payment of interest, principal, Change of Control purchase price or premium need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the date
fixed for redemption, and no interest shall accrue for the period after such
date.

Section 10.7 New York Law to Govern.

THIS INDENTURE SHALL, PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SUCH
SECTION 5-1401).

Section 10.8 Counterparts.

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 agreement.

Section 10.9 Effect of Headings.

The Article and Section Headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1 Right of Optional Redemption Price.

The Issuer at its option may, at any time, redeem the
Securities, in whole or in part, upon payment of a redemption price equal to the
greater of (i) the principal amount of the Securities to be redeemed plus
accrued and unpaid interest thereon, if any, to the date of redemption, or (ii)
the Make Whole Amount plus accrued and unpaid interest, if any, from the last
payment date to the redemption date.

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Section 11.2 Notice of Redemption.

Notice of redemption to the Holders of Securities to
be redeemed shall be given by the Issuer by mailing notice of such redemption by
first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such Holders of Securities at their
last addresses as they shall appear in the Securities Register. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

The notice of redemption to each Holder shall specify
that the Securities are being redeemed pursuant to this Article 11, the date
fixed for redemption, the place or places of payment, the CUSIP and ISIN numbers
(as applicable), that payment will be made upon presentation and surrender of
the Securities, that interest accrued to the date fixed for redemption will be
paid as specified in this Article and that, on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue.

The notice of redemption of Securities to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

At least one Business Day prior to the redemption
date specified in the notice of redemption given as provided in this Section
11.2, the Issuer shall deposit with the Trustee or with one or more paying
agents (or, if the Issuer is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 3.4 hereof) an amount of
money sufficient to redeem on the redemption date all the Securities so called
for redemption.

Section 11.3 Payment of Securities Called for
Redemption.

If notice of redemption has been given as above
provided, the Securities shall become due and payable on the date and at the
place stated in such notice at the redemption price, and on and after said date
(unless the Issuer shall default in the payment of such Securities at the
redemption price) interest on the Securities or portions of Securities so called
for redemption shall cease to accrue and, except as provided in Section 5.5 and
Section 9.4 hereof, such Securities shall cease from and after the date fixed
for redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except
the right to receive the redemption price thereof. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities shall be paid and redeemed by the Issuer at the redemption price;
provided, that any semiannual payment of interest becoming due on the date fixed
for redemption shall be payable to the Holders of such Securities registered as
such on the relevant record date subject to the terms and provisions of Section
2.4 hereof.

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If any Security called for redemption shall not be so
paid, upon surrender thereof for redemption, the principal shall, until paid or
duly provided for, bear interest from the date fixed for redemption at the rate
borne by the Security.

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58

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 September 11, 2000.

NRG ENERGY, INC., as Issuer

By: _____________________________________
Name:
Title:

Attest:

By: _______________________________
Name:
Title:

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

By: _____________________________________
Name:
Title:

Attest:

By: _______________________________
Name:
Title:

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59

EXHIBIT A

FORM OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR CEDE & CO. IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

A-1

60

CUSIP _________

No. [   ]

$[    ]
NRG ENERGY, INC.
8.25% Senior Notes Due 2010

NRG Energy, Inc. (the "Issuer"), for value received
hereby promises to pay to Cede & Co. or registered assigns the principal sum of
[ ] Dollars at the Issuer's office or agency for said purpose initially at the
Corporate Trust Office of Wells Fargo Bank Minnesota, National Association
(herein called the "Trustee") at Corporate Trust Services, Sixth and Marquette,
MAC N9303-120, Minneapolis, Minnesota 55479 and at the office or agency of the
Issuer for said purpose in the Borough of Manhattan, The City of New York, on
September 15, 2010 in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually in arrears on March 15 and
September 15 of each year, commencing March 15, 2001, on said principal sum in
like coin or currency at the rate per annum set forth above at said offices or
agencies from the most recent interest payment date to which interest on the
Securities has been paid or duly provided for, unless the date hereof is a date
to which interest on the Securities has been paid or duly provided for, in which
case from the date of this Security, or unless no interest has been paid or duly
provided for on the Securities, in which case from September 11, 2000, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after March 15 or September
15, as the case may be, and before the following March 1 or September 1, this
Security shall bear interest from such March 15 or September 15; provided, that
if the Issuer shall default in the payment of interest due on such March 15 or
September 15, then this Security shall bear interest from the immediately
preceding March 15 or September 15 to which interest on the Securities has been
paid or duly provided for, or, if no interest has been paid or duly provided for
on the Securities, from September 11, 2000.

The interest so payable on any March 15 or September
15 will, except as otherwise provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Security is registered
at the close of business on the 1st day of March or the 1st day of September
preceding such March 15 or September 15, whether or not such day is a Business
Day; provided, that principal, premium, if any, and interest shall be paid by
mailing a check for such to or upon the written order of the registered Holders
of Securities entitled thereto at their last address as it appears on the
Securities Register or, upon written application to the Trustee by a Holder of
$1,000,000 or more in aggregate principal amount of Securities, by wire transfer
of immediately available funds to an account maintained by such Holder with a
bank or other financial institution. Interest on this Security shall be computed
on the basis of a 360-day year of twelve 30-day months.

Interest on overdue principal and (to the extent
permitted by applicable law) on overdue installments of interest (including
without limitation during the 30-day period referred to in Section 4.1(b)) shall
accrue at the rate per annum set forth above.

Reference is made to the further provisions set forth
on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.

A-2

61

This Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory, until the certificate of
authentication hereof shall have been duly signed by the Trustee acting under
the Indenture.

IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed under its corporate seal.

NRG ENERGY, INC.

[Seal]

By: ________________________________
Name:
Title:

By: ________________________________
Name:
Title:
ATTEST:

By: ____________________________
Name:
Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

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

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee

________________________________
Authorized Signatory

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62

REVERSE OF SECURITY

NRG ENERGY, INC.

8.25% Senior Notes Due 2010

This Security is one of a duly authorized issue of
debt securities of the Issuer, limited to the aggregate principal amount of $[ ]
(except as otherwise provided in the Indenture mentioned below), issued or to be
issued pursuant to an Indenture dated as of September 11, 2000 (the
"Indenture"), duly executed and delivered by the Issuer to the Trustee.
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer and the Holders (the
words "Holders" or "Holder" meaning the registered holders or registered holder)
of the Securities. Capitalized terms used herein, but not otherwise defined
herein, shall have the meanings assigned to them in the Indenture.

In case an Event of Default shall have occurred and
be continuing, the principal of all the Securities may be declared due and
payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a majority in
aggregate principal amount of the Securities then Outstanding and that, prior to
any such declaration, such Holders may waive any past default under the
Indenture and its consequences except a default in the payment of principal of
or premium, if any, or interest on any of the Securities. Any such consent or
waiver by the Holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Security and any Security which may be issued in
exchange or substitution hereof, whether or not any notation thereof is made
upon this Security or such other Securities.

The Indenture permits the Issuer and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding, evidenced as in the
Indenture provided, to modify the Indenture or any supplemental indentures or
the rights of the Holders of the Securities; provided that no such modification
shall (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on the redemption thereof or impair or affect the
rights of any Securityholder to institute suit for the payment thereof or make
any change in Section 3.9 of the Indenture (which relates to the obligation of
the Issuer to offer to purchase the Securities upon a Change of Control, as
described below) which adversely affects the rights of the Holders of the
Securities without the consent of the Holder of each Security so affected; (b)
reduce the aforesaid percentage of Securities, the consent of the Holders of
which is required for any such modification or the percentage of Securities, the
consent of Holders of which is required for any waiver provided for in the
Indenture; (c) change any obligation of the Issuer to maintain an office or
agency for payment of and transfer and exchange of the Securities; or (d) make
certain changes to provisions relating to waiver or to the provision for
supplementing the Indenture; in each case without consent of the Holders of all
Securities then Outstanding.

No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal

A-4

63

of and premium, if any, and interest on this Security at the place, times, and
rate, and in the currency, herein prescribed.

The Securities are issuable only as registered
Securities without coupons in denominations of $100,000 and any integral
multiple of $1,000 in excess thereof.

At the office or agency of the Issuer referred to on
the face hereof and in the manner subject to the limitations provided in the
Indenture, Securities may be presented for exchange for a like aggregate
principal amount of Securities of other authorized denominations.

Upon due presentment for registration of transfer of
this Security at the above-mentioned office or agency of the Issuer, a new
Security or Securities of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.

The Securities may be redeemed in whole or in part
(if in part, by lot or by such other method as the Trustee shall deem fair or
appropriate) prior to Stated Maturity at the option of the Issuer, on any date,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Securities, all as
provided in the Indenture, at a redemption price equal to the greater of (i) the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption, or (ii) the Make Whole Amount plus accrued and unpaid
interest, if any, from the last payment date to the redemption date. The Make
Whole Amount shall be computed by an independent investment banking institution
of national standing selected by the Issuer and shall equal the sum of the
present values of the Remaining Scheduled Payments discounted, on a semiannual
basis (assuming a 360 day year consisting of twelve 30-day months), at a rate
equal to the Treasury Rate plus 25 basis points.

In the event of a Change of Control (as defined in
the Indenture), the Issuer has the obligation, subject to certain conditions, to
offer to purchase the Securities at 101% of the principal amount thereof plus
accrued interest to the date of purchase in accordance with the procedures set
forth in the Indenture. As further described in the Indenture, a Change of
Control will not be deemed to have occurred if, after giving effect thereto, the
Securities are rated Investment Grade (as defined in the Indenture).

Subject to payment by the Issuer of a sum sufficient
to pay the amount due on redemption, interest on this Security shall cease to
accrue upon the date duly fixed for redemption of this Security.

The Issuer, the Trustee, and any authorized agent of
the Issuer or the Trustee, may deem and treat the registered Holder hereof as
the absolute owner of this Security (whether or not this Security shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Issuer or the Trustee or any authorized agent of
the Issuer or the Trustee), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and, subject to the
provisions on the face hereof, interest hereon and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the
Trustee shall be affected by any notice to the contrary.

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64

No recourse shall be had for the payment of the
principal of, or premium, if any, of the interest on this Security, for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer or
any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.

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65

FORM OF OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Security purchased by the
Issuer pursuant to Section 3.9 of the Indenture, check the Box: [insert #].

If you wish to have a portion of this Security
purchased by the Issuer pursuant to Section 3.9 of the Indenture, state the
amount (in original principal amount):

$___________

Date:                                       Your Signature:

(Sign exactly as your name appears
exactly on the other side of this
Security)

Signature Guarantee:            ____________________________________

A-7