Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-4.1

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.90M 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement                                    29    130K 
 3: EX-3.1      Certificate of Incorporation                           2     17K 
 4: EX-3.2      By-Laws                                                7     29K 
 5: EX-4.1      Indenture                                             75    343K 
 6: EX-4.2      First Supplemental Indenture                          95    318K 
 7: EX-4.3      Form of Series A-1 Bond                               10     34K 
 8: EX-4.4      Form of Series B-1 Bond                               10     36K 
 9: EX-4.5      Registration Rights Agreement                         24    107K 
10: EX-5.1      Opinion re: Legality                                   2     16K 
11: EX-10.1     Power Purchase and Sales Agreement                    44    112K 
23: EX-10.10    Interconnection Agreement With Wmeco                  47    182K 
24: EX-10.11    (800) 688 - 1933                                      59    249K 
25: EX-10.12    Purchase and Sales Agreement Wmeco                    57    239K 
26: EX-10.13    Form of Exchange Agent Agreement                       9     39K 
12: EX-10.2     Guaranty                                              10     41K 
13: EX-10.3     Consent and Agreement                                  8     39K 
14: EX-10.4     Security Agreement                                    17     68K 
15: EX-10.5     Form of Mortgage                                      22     87K 
16: EX-10.6     Management and Operation Agreement                    44    120K 
17: EX-10.6(1)  (800) 688 - 1933                                       2     16K 
18: EX-10.7     Service Contract                                       9     36K 
19: EX-10.7(1)  Renewal of Service Contract                            2     17K 
20: EX-10.8     Tax Allocation Agreement                               8     38K 
21: EX-10.8-1   First Amendment to Tax Allocation Agreement           11     41K 
22: EX-10.9     (800) 688 - 1933                                      47    181K 
27: EX-12       Ratio of Earnings to Fixed Charges                     1     13K 
28: EX-23.1     Consent of Arthur Andersen                             1     11K 
29: EX-23.3     (800) 688 - 1933                                       2±    15K 
30: EX-23.4     Consent of Pa Consulting Services                      2±    14K 
31: EX-25.1     Form T-1                                               7     26K 
32: EX-99.1     Letter of Transmittal                               HTML     71K 
33: EX-99.2     Notice of Guaranteed Delivery                       HTML     26K 
34: EX-99.3     Brokers Letter                                      HTML     16K 
35: EX-99.4     Client Letter                                       HTML     22K 

EX-4.1   —   Indenture
Exhibit Table of Contents

EX-4.1
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                                                                     EXHIBIT 4.1

                                                                  CONFORMED COPY

NORTHEAST GENERATION COMPANY

 and

THE BANK OF NEW YORK

as Trustee

 INDENTURE

Dated as of October 18, 2001

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

Senior Secured Bonds

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

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 TABLE OF CONTENTS

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ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............1 
        SECTION 1.1  DEFINITIONS; CONSTRUCTION...............................1
        SECTION 1.2  COMPLIANCE CERTIFICATES AND OPINIONS...................14
        SECTION 1.3  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................15
        SECTION 1.4  NOTICES, ETC. TO TRUSTEE...............................15
        SECTION 1.5  NOTICES TO HOLDERS; WAIVER.............................16
        SECTION 1.6  CONFLICT WITH TRUST INDENTURE ACT......................16
        SECTION 1.7  EFFECT OF HEADINGS AND TABLE OF CONTENTS...............17
        SECTION 1.8  SUCCESSORS AND ASSIGNS.................................17
        SECTION 1.9  SEVERABILITY CLAUSE....................................17
        SECTION 1.10 BENEFITS OF INDENTURE..................................17
        SECTION 1.11 GOVERNING LAW..........................................17
        SECTION 1.12 LEGAL HOLIDAYS.........................................17
        SECTION 1.13 EXECUTION IN COUNTERPARTS..............................17

ARTICLE 2  THE BONDS ........................................................18 
SECTION 2.1  FORM OF BOND TO BE ESTABLISHED BY SERIES         
                     SUPPLEMENTAL INDENTURE.................................18
        SECTION 2.2  FORM OF TRUSTEE'S AUTHENTICATION.......................18
        SECTION 2.3  AMOUNT; ISSUABLE IN SERIES.............................18
        SECTION 2.4  AUTHENTICATION AND DELIVERY OF BONDS...................19
        SECTION 2.5  FORM ..................................................21
        SECTION 2.6  EXECUTION OF BONDS.....................................21
        SECTION 2.7  TEMPORARY BONDS........................................21
        SECTION 2.8  REGISTRATION; RESTRICTIONS ON TRANSFER AND EXCHANGE....22
        SECTION 2.9  MUTILATED, DESTROYED, LOST AND STOLEN BONDS............23
SECTION 2.10 PAYMENT OF PRINCIPAL AND INTEREST; PRINCIPAL AND 
                     INTEREST RIGHTS PRESERVED..............................24
        SECTION 2.11 PERSONS DEEMED OWNERS..................................25
        SECTION 2.12 CANCELLATION...........................................25
        SECTION 2.13 DATING OF BONDS; COMPUTATION OF INTEREST...............26
 SECTION 2.14 SOURCE OF PAYMENTS LIMITED; RIGHTS AND LIABILITIES
                     OF THE ISSUER..........................................26
        SECTION 2.15 ALLOCATION OF PRINCIPAL AND INTEREST...................26
        SECTION 2.16 PARITY OF BONDS........................................26
        SECTION 2.17 CUSIP NUMBERS..........................................26

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ARTICLE 3  RESERVED .........................................................27 

ARTICLE 4  RESERVED .........................................................27 

ARTICLE 5  COVENANTS OF THE ISSUER...........................................27 
        SECTION 5.1  PAYMENT OF PRINCIPAL OF (AND PREMIUM, IF ANY)..........27
        SECTION 5.2  FINANCIAL STATEMENTS AND OTHER INFORMATION.............27
        SECTION 5.3  EXISTENCE; CONDUCT OF BUSINESS.........................29
        SECTION 5.4  COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.......29
        SECTION 5.5  MAINTENANCE OF PROPERTIES; INSURANCE...................29
        SECTION 5.6  PAYMENT OF TAXES AND CLAIMS............................30
        SECTION 5.7  BOOKS AND RECORDS; INSPECTION RIGHTS...................30
        SECTION 5.8  LIENS..................................................30
        SECTION 5.9  PROHIBITION ON SALE OF ASSETS..........................30
        SECTION 5.10 MODIFICATIONS OF CERTAIN DOCUMENTS.....................30
        SECTION 5.11 PROHIBITION ON FUNDAMENTAL CHANGES.....................30
        SECTION 5.12 TRANSACTIONS WITH AFFILIATES...........................31
        SECTION 5.13 RULE 144A INFORMATION..................................31

ARTICLE 6  REDEMPTION OF BONDS...............................................32 
        SECTION 6.1  OPTIONAL REDEMPTION; REDEMPTION PRICE..................32
SECTION 6.2  MANDATORY REDEMPTION; SELECTION OF BONDS         
                     TO BE REDEEMED; REDEMPTION PRICE.......................32
        SECTION 6.3  ELECTION OR REQUIREMENT TO REDEEM; NOTICE TO TRUSTEE...32
        SECTION 6.4  NOTICE OF REDEMPTION...................................33
        SECTION 6.5  BONDS PAYABLE ON REDEMPTION DATE.......................34
        SECTION 6.6  BONDS REDEEMED IN PART.................................34

ARTICLE 7  RESERVED .........................................................34 

ARTICLE 8  EVENTS OF DEFAULT AND REMEDIES....................................34 
        SECTION 8.1  EVENTS OF DEFAULT......................................34
        SECTION 8.2  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.....36
SECTION 8.3  TRUSTEE MAY FILE PROOFS OF CLAIM; APPOINTMENT    
      OF TRUSTEE AS ATTORNEY-IN-FACT IN JUDICIAL
                     PROCEEDINGS............................................37
SECTION 8.4  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION    
                     OF BONDS...............................................38
        SECTION 8.5  APPLICATION OF MONEY COLLECTED.........................38
        SECTION 8.6  LIMITATION ON SUITS....................................39
   SECTION 8.7  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                     PREMIUM AND INTEREST...................................39
        SECTION 8.8  RESTORATION OF RIGHTS AND REMEDIES.....................39
        SECTION 8.9  RIGHTS AND REMEDIES CUMULATIVE.........................39
        SECTION 8.10 DELAY OR OMISSION NOT WAIVER...........................40
        SECTION 8.11 CONTROL BY HOLDERS.....................................40
        SECTION 8.12 WAIVER OF PAST DEFAULTS................................40
        SECTION 8.13 UNDERTAKING FOR COSTS..................................41
        SECTION 8.14 WAIVER OF STAY OR EXTENSION LAWS.......................41

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ARTICLE 9  CONCERNING THE TRUSTEE............................................41 
        SECTION 9.1  CERTAIN RIGHTS AND DUTIES OF TRUSTEE...................41
        SECTION 9.2  TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC..............43
        SECTION 9.3  TRUSTEE AND OTHERS MAY HOLD BONDS......................44
        SECTION 9.4  MONEYS HELD BY TRUSTEE OR PAYING AGENT.................44
        SECTION 9.5  COMPENSATION OF TRUSTEE AND ITS LIEN...................44
SECTION 9.6  RIGHT OF TRUSTEE TO RELY ON OFFICER'S            
                     CERTIFICATES AND OPINIONS OF COUNSEL...................45
        SECTION 9.7  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE............45
SECTION 9.8  RESIGNATION AND REMOVAL OF TRUSTEE;              
                     APPOINTMENT OF SUCCESSOR...............................45
        SECTION 9.9  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.........46
        SECTION 9.10 MERGER, CONVERSION OR CONSOLIDATION OF TRUSTEE.........47
        SECTION 9.11 MAINTENANCE OF OFFICES AND AGENCIES....................47
        SECTION 9.12 REPORTS BY TRUSTEE.....................................49
        SECTION 9.13 TRUSTEE RISK...........................................50
        SECTION 9.14 APPOINTMENT OF CO-TRUSTEE..............................50

ARTICLE 10  CONCERNING THE HOLDERS...........................................51 
        SECTION 10.1 ACTS OF HOLDERS........................................51
SECTION 10.2 BONDS OWNED BY ISSUER AND AFFILIATES             
                     DEEMED NOT OUTSTANDING.................................52

ARTICLE 11  HOLDERS' MEETINGS ...............................................52 
        SECTION 11.1 PURPOSES FOR WHICH HOLDERS' MEETINGS MAY BE CALLED.....52
        SECTION 11.2 ISSUER AND HOLDERS MAY CALL MEETING....................53
        SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETING....................53
SECTION 11.4 DETERMINATION OF VOTING RIGHTS; CONDUCT AND      
                     ADJOURNMENT OF MEETING.................................53
        SECTION 11.5 COUNTING VOTES AND RECORDING ACTION OF MEETING.........54

ARTICLE 12  SUPPLEMENTAL INDENTURES..........................................54 
        SECTION 12.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.....54
        SECTION 12.2 SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.........56
        SECTION 12.3 EXECUTION OF SUPPLEMENTAL INDENTURES...................57
        SECTION 12.4 EFFECT OF SUPPLEMENTAL INDENTURES......................57
        SECTION 12.5 CONFORMITY WITH TRUST INDENTURE ACT....................57
        SECTION 12.6 REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES..........57

ARTICLE 13  SATISFACTION AND DISCHARGE.......................................58 
        SECTION 13.1 SATISFACTION AND DISCHARGE OF BONDS....................58
        SECTION 13.2 SATISFACTION AND DISCHARGE OF INDENTURE................59
        SECTION 13.3 APPLICATION OF TRUST MONEY.............................60
SECTION 13.4 RETURN OF MONEYS HELD BY TRUSTEE AND             
                     UNCLAIMED FOR THREE YEARS..............................60

ARTICLE 14  DEFEASANCE ......................................................60 
        SECTION 14.1 DEFEASANCE.............................................60
        SECTION 14.2 CONDITIONS TO DEFEASANCE...............................61

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ARTICLE 15  POSSESSION, USE AND RELEASES OF PROPERTY;                           
           WITHDRAWAL OF TRUST MONEYS.......................................62
SECTION 15.1 POSSESSION AND USE OF PROPERTY;                  
                     DISPOSITIONS WITHOUT RELEASE...........................63
        SECTION 15.2 RELEASES...............................................64
        SECTION 15.3 PURCHASER PROTECTED....................................65
        SECTION 15.4 "TRUST MONEYS".........................................66
        SECTION 15.5 POWERS EXERCISABLE NOTWITHSTANDING EVENT OF DEFAULT....66
        SECTION 15.6 POWERS EXERCISABLE BY TRUSTEE OR RECEIVER..............66
        SECTION 15.7 INVESTMENT OF MONEYS...................................66

ARTICLE 16  LIMITATION ON LIABILITY..........................................68 
        SECTION 16.1 LIMITATION ON LIABILITY................................68

SCHEDULES:                                                                      

Schedule A     Permitted Liens                                
   Schedule B     List of Mortgages, Assignment of Leases and Rents,
      Security Agreement and Fixture Filings

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            INDENTURE dated as of October 18, 2001 between NORTHEAST
GENERATION COMPANY, a Connecticut corporation (the "ISSUER") and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "TRUSTEE").               

W I T N E S S E T H:
------------------- 

                  WHEREAS, the Issuer intends from time to time to authorize the
creation of its bonds, debentures, notes or other evidences of indebtedness to  
be issued in one or more series (the "BONDS") up to such principal amount or    
amounts as may from time to time be authorized in accordance with the terms of  
this Indenture (as hereinafter defined); and the Issuer has duly authorized the 
execution and delivery of this Indenture to secure the Bonds and to provide for 
the authentication and delivery thereof by the Trustee; and                     

                  WHEREAS, all things necessary to make the Bonds, 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, that, for and in consideration of the premises
and of the covenants herein contained and of the purchase of the Bonds by the   
holders thereof, it is mutually covenanted and agreed, for the benefit of the   
parties hereto and the equal and proportionate benefit of all Holders (as       
hereinafter defined) of the Bonds, as follows:                                  

 ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

              SECTION 1.1 DEFINITIONS; CONSTRUCTION. For all purposes of
this Indenture (and for all purposes of any other Financing Document (as        
hereinafter defined) or any other instrument or agreement that incorporates     
provisions of this Indenture by reference), except as otherwise expressly       
provided or unless the context otherwise requires:                              

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

                 (2) all other terms used herein that are defined in the Trust
         Indenture Act (as hereinafter defined), either directly or by reference
therein, have the meanings assigned to them therein;          

              (3) except as otherwise expressly provided herein, (i) all
       accounting terms used herein shall be interpreted, (ii) all financial
     statements and all certificates and reports as to financial matters
         required to be delivered to the Trustee hereunder shall be prepared and
        (iii) all calculations made for the purposes of determining compliance
   with this Indenture shall (except as otherwise expressly provided
    herein) be made in accordance with, or by application of, GAAP (as
hereinafter defined);                                         

Northeast Generation Company Indenture
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                  (4) all references in this Indenture (including the Appendices
      and Schedules hereto) to designated "Articles", "Sections" and other
 subdivisions are to the designated Articles, Sections and other
subdivisions of this Indenture;                               

              (5) 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;         

                (6) unless the context clearly indicates otherwise, pronouns
      having a masculine or feminine gender shall be deemed to include the
other;                                                        

            (7) unless otherwise expressly specified, any agreement,
    contract or document defined or referred to herein shall mean such
        agreement, contract or document as in effect as of the date hereof, as
        the same may thereafter be amended, supplemented or otherwise modified
      from time to time in accordance with the terms of this Indenture and
the other Financing Documents and shall include any agreement,
        contract, instrument or document in substitution or replacement of any
    of the foregoing entered into in accordance with the terms of this
Indenture and the other Financing Documents;                  

                  (8) any reference to any Person (as hereinafter defined) shall
     include its permitted successors and assigns in accordance with the
         terms of this Indenture and the other Transaction Documents and, in the
         case of any Governmental Authority (as hereinafter defined), any Person
succeeding to its functions and capacities;                   

                 (9) unless the context clearly requires otherwise, references
  to "Law" (as hereinafter defined) or to any particular Law shall
         include Laws or such particular Law as in effect at each, every and any
   of the times in question, including any amendments, replacements,
       supplements, extensions, modifications, consolidations, restatements,
     revisions or reenactments thereto or thereof, and whether or not in
effect at the date of this Indenture; and                     

                  (10) unless the context clearly indicates to the contrary, all
         references in this Indenture to "this Indenture", the "benefits of this
        Indenture", the "Lien of this Indenture", or phrases of similar import
      shall be deemed to include reference to the Collateral Documents (as
     hereinafter defined) to the extent that reference to the Collateral
Documents is not expressly made.                              

              "ACT" when used with respect to any Holder, shall have the
meaning set forth in Section 10.1.                                              

                 "AFFECTED PROPERTY" means, with respect to any Event of Loss,
the property of the Issuer that is lost, destroyed, damaged, condemned or       
otherwise taken as a result of such Event of Loss.                              

                  "AFFILIATE" with respect to any Person, means any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, the term     
"control" (including the correlative meanings of the terms "controlled by" and  
"under common control with"), as used with respect to any Person,               

Northeast Generation Company Indenture
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shall mean the possession, directly or indirectly, of the power to direct or    
cause the direction of the management policies of such Person, whether through  
the ownership of voting securities or by contract or otherwise. In any event,   
any shareholder of the Issuer shall be deemed to be an Affiliate of the Issuer  
and any Person that owns directly or indirectly 10% or more of securities having
ordinary voting power for the election of directors or other governing body of a
corporation or 10% or more of the Issuer or other ownership interests of any    
other Person will be deemed to control such corporation or other Person.        

     "AUTHENTICATING AGENT" means any Person acting as
Authenticating Agent hereunder pursuant to Section 9.11.                        

             "AUTHORIZED AGENT" means any Paying Agent, Authenticating
Agent or Security Registrar or other agent appointed by the Trustee in          
accordance with this Indenture to perform any function that this Indenture      
authorizes the Trustee or such agent to perform.                                

                 "AUTHORIZED NEWSPAPER" means a newspaper published in English
at least once a day for at least five days in each calendar week and of general 
circulation in The City of New York, State of New York. If it shall be          
impractical in the opinion of the Trustee to make any publication of any notice 
required hereby in an Authorized Newspaper, any publication or other notice in  
lieu thereof shall constitute a sufficient publication of such notice.          

                 "AUTHORIZED REPRESENTATIVE" of the Issuer or any other Person
means the person or persons authorized to act on behalf of such entity by its   
chief executive officer, president, chief operating officer, chief financial    
officer or any vice president or its Board of Directors or any other governing  
body of such entity.                                                            

                  "AUTHORIZED SIGNATORY" means any officer of the Trustee or any
other individual who shall be duly authorized by appropriate corporate action on
the part of the Trustee to authenticate Bonds.                                  

                  "BOARD OF DIRECTORS", when used with respect to a corporation,
means either the board of directors of such corporation or any committee of that
board duly authorized to act for it, and when used with respect to a limited    
liability company, partnership or other entity other than a corporation, any    
Person or body authorized by the organizational documents or by the voting      
equity owners of such entity to act for them.                                   

                "BOARD RESOLUTION" means a copy of a resolution certified by
the secretary or an assistant secretary of the Issuer to have been adopted by   
the Board of Directors of the Issuer and to be in full force and effect on the  
date of such certification.                                                     

               "BONDS" shall have the meaning set forth in the preamble to
this Indenture.                                                                 

               "BUSINESS DAY" means a day which is neither a legal holiday
nor a day on which banking institutions (including, without limitation, the     
members of the Federal Reserve System) are authorized or required by law,       
regulation or executive order to close in The City of New York or the State of  
Connecticut.                                                                    

Northeast Generation Company Indenture
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                "CLOSING DATE" means October 18, 2001, the date on which the
Initial Bonds are first issued and sold under the First Supplemental Indenture. 

                 "COLLATERAL" means all property and interests in property now
owned or hereafter acquired in or upon which a Lien has been or is purported or 
intended to have been granted to the Trustee pursuant to the Collateral         
Documents.                                                                      

            "COLLATERAL DOCUMENTS" means the Security Agreement, the
Mortgages and the Consents.                                                     

                "COMMERCIALLY FEASIBLE BASIS" means that, following an Event
of Loss, (i) the sum of the proceeds of business interruption insurance and     
revenues of the Issuer during the estimated period of rebuilding, repair or     
restoration will be sufficient to make all payments, if any, of principal,      
interest and fees required to be made in respect of Senior Debt during the      
estimated period of rebuilding, repair or restoration and (ii) the Facilities,  
after the Affected Property has been rebuilt, repaired or restored, can be      
expected to perform in a manner consistent with their performance prior to the  
Event of Loss.                                                                  

             "CONSENTS" means, collectively, the consent and agreement
dated as of October 18, 2001 among the Trustee, Select, Northeast Utilities and 
the Issuer.                                                                     

              "CORPORATE TRUST OFFICE" means the principal office of the
Trustee or Security Registrar at which the corporate trust business of the      
Trustee or Security Registrar, as the case may be, shall at any particular time 
be principally administered, which at the time of the execution of this         
Indenture is, in each case, located at 101 Barclay Street, Floor 21W, New York, 
NY 10286, Attention: Corporate Trust Administration.                            

              "COVENANT DEFEASANCE" has the meaning set forth in Section
14.1.                                                                           

         "CUSTODIAN" has the meaning set forth in Section 2.5.

                  "DEFAULT" means an event or condition that, with the giving of
notice, lapse of time or failure to satisfy certain specified conditions, or any
combination thereof, could become an Event of Default if not cured or remedied. 

          "ENVIRONMENTAL APPROVALS" means Governmental Approvals
required under applicable Environmental Laws.                                   

           "ENVIRONMENTAL LAWS" means any and all Laws (as well as
obligations, duties and requirements relating thereto under common law) relating
to: (i) noise, emissions, discharges, spills, releases or threatened releases of
pollutants, contaminants, environmentally regulated materials, materials        
containing environmentally regulated materials, or hazardous or toxic materials 
or wastes into ambient air, surface water, groundwater, watercourses, publicly  
or privately-owned treatment works, drains, sewer systems, wetlands, septic     
systems or onto land surface or subsurface strata; (ii) the use, treatment,     
storage, disposal, handling, manufacture, processing, distribution,             
transportation, or shipment of environmentally regulated materials, materials   
containing environmentally regulated materials or hazardous and/or toxic wastes,
material, products or by-products (or of equipment or apparatus containing      
environmentally                                                                 

Northeast Generation Company Indenture
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regulated materials); (iii) pollution or the protection of human health, the    
environment or natural resources or (iv) zoning and land use.                   

                "ERISA" means the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.                               

                "EVENT OF DEFAULT" means any event or condition specified as
such in Section 8.1 hereof that shall have continued for the applicable period  
of time, if any, therein designated.                                            

              "EVENT OF EMINENT DOMAIN" means any compulsory transfer or
taking or transfer under threat of compulsory transfer or taking of any material
part of the collateral by any Governmental Authority.                           

                "EVENT OF LOSS" means an event which causes all or a portion
of any Facility to be damaged, destroyed or rendered unfit for normal use for   
any reason whatsoever including, but not limited to, an Event of Eminent Domain.

                "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended and in effect from time to time.                                        

            "FACILITIES" means, at any time, the electric generation
plants and the related facilities, equipment, facility site and real property   
owned by the Issuer at such time and, in each case, the business and activities 
related thereto.                                                                

                 "FEDERAL BANKRUPTCY CODE" means Title 11 of the United States
Code, as amended and in effect from time to time.                               

          "FINANCING DOCUMENTS" means this Indenture, any Series
Supplemental Indenture, the Bonds, the Collateral Documents and the Registration
Rights Agreement.                                                               

               "FIRST SUPPLEMENTAL INDENTURE" means the First Supplemental
Indenture dated as of October 18, 2001 between the Trustee and the Issuer.      

           "FITCH" means Fitch IBCA Inc. or any successor thereto.

            "GAAP" means generally accepted accounting principles in
effect in the United States 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 may be approved by a significant segment of  
the accounting profession.                                                      

                 "GLOBAL BONDS" means a Bond in global form that evidences all
or part of the Bonds and is authenticated and delivered to, and registered in   
the name of, the Registered Depositary for such securities or a nominee thereof.

Northeast Generation Company Indenture
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                  "GOOD FAITH CONTEST" means the contest of an item if such item
is diligently contested in good faith by appropriate proceedings timely         
instituted and adequate reserves are established if required by and in          
accordance with GAAP with respect to the contested item.                        

              "GOVERNMENTAL APPROVALS" means any authorization, consent,
approval, order, license, franchise, ruling, permit, certification, waiver,     
exemption, filing or registration by or with any Governmental Authority         
(including, without limitation, Environmental Approvals, zoning variances,      
special exceptions and non-conforming uses) relating to the construction,       
ownership, operation or maintenance of the Facilities or to the execution,      
delivery or performance of any Transaction Document.                            

                  "GOVERNMENTAL AUTHORITY" means any nation, state, sovereign or
government, any federal, regional, state, municipal, local or political         
subdivision thereof or any department, commission, board, bureau, agency,       
instrumentality, judicial or administrative body or other entity exercising     
executive, legislative, judicial, regulatory or administrative functions of or  
pertaining to government.                                                       

          "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection      
agreement or other interest or currency exchange rate or commodity price hedging
arrangement entered into in the ordinary course of business and not for         
speculative purposes.                                                           

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

                "INDEBTEDNESS" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,    
debentures, notes or similar instruments, (c) all obligations of such Person    
under conditional sale or other title retention agreements relating to property 
acquired by such Person, (d) all obligations of such Person upon which interest 
charges are customarily paid, (e) all obligations of such Person in respect of  
the deferred purchase price of property or services (excluding trade and other  
accounts payable incurred in the ordinary course of business so long as such    
trade accounts payable are payable and paid within 90 days of the date the      
respective goods are delivered or the respective services are rendered or       
invoiced), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured 
by) any Lien on property owned or acquired by such Person, whether or not the   
Indebtedness secured thereby has been assumed, (g) all Indebtedness of any other
Person guaranteed by such Person or for which such Person shall otherwise       
(including payments pursuant to any keep-well, make-well or similar arrangement)
become directly or indirectly liable, (h) all capital lease obligations of such 
Person, (i) all obligations, contingent or otherwise, of such Person as an      
account party or issuer in respect of letters of credit or the like and (j) all 
obligations, contingent or otherwise, of such Person in respect of bankers'     
acceptances. The Indebtedness of any Person shall include the Indebtedness of   
any other entity (including any partnership in which such Person is a general   
partner) to the extent such Person is liable therefor as a result of such       
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.                                                                       

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                "INDENTURE" means this instrument entered into by the Issuer
and the Trustee.                                                                

                "INITIAL BONDS" has the meaning assigned to such term in the
First Supplemental Indenture.                                                   

                  "INITIAL PURCHASERS" means Salomon Smith Barney Inc., Barclays
Capital and TD Securities as the initial purchasers of the Initial Bonds.       

          "INITIAL SELECT POWER SALES AGREEMENT" means the Power
Purchase and Sales Agreement dated December 27, 1999 between the Issuer and     
Select Energy.                                                                  

                  "INVESTMENT GRADE RATING" means a long-term senior debt rating
of Baa3 (or the equivalent) or higher in the case of Moody's, BBB- (or the      
equivalent) or higher in the case of S&P or BBB- (or the equivalent) or higher  
in the case of Fitch.                                                           

                "ISSUER" has the meaning set forth in the first paragraph of
this Indenture.                                                                 

                 "ISSUER ORDER" means a written request or order signed in the
name of the Issuer by one of its Authorized Representatives or by its treasurer,
secretary, or one of its assistant treasurers or assistant secretaries.         

               "ISSUER'S OBLIGATIONS" has the meaning set forth in Section
16.1.                                                                           

               "JUNIOR LIENS" means any Lien that is junior in priority to
the Liens created pursuant to the Collateral Documents; provided that (i) the   
junior lien is subject and subordinate to the liens in favor of the Trustee     
pursuant to the Collateral Documents, (ii) so long as any of the Bonds are      
Outstanding, the holder of the junior lien expressly agrees not to exercise     
remedies against the Collateral without the consent of the Trustee, (iii) the   
holder of the junior lien agrees to remit any proceeds from the exercise of     
remedies to the Trustee for application to the payment of the Bonds, until the  
Bonds have been paid in full and (iv) the Issuer has delivered an opinion or    
opinions of counsel to the Trustee as to compliance with the requirements of    
this definition.                                                                

                 "LAW" means any constitutional provision, law, statute, rule,
regulation, ordinance, treaty, order, decree, judgment, decision, certificate,  
holding, injunction, Governmental Approval, consent or other requirement of any 
Governmental Authority, enforceable at law or in equity, along with the         
interpretation and administration thereof by any Governmental Authority charged 
with the interpretation or administration thereof.                              

                 "LEGAL DEFEASANCE" has the meaning set forth in Section 14.1.

              "LIEN" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security     
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or  
any financing lease having substantially the same economic effect as any of the 
foregoing) relating to such asset and (c) in the case of securities, any        
purchase option, call or similar right of a third party with respect to such    
securities.                                                                     

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               "LOSS PROCEEDS" means all proceeds of casualty insurance or
other amounts (other than the proceeds of business interruption and liability   
insurance) received on account of any Event of Loss.                            

            "MAJORITY HOLDERS" means the holders of more than 50% in
aggregate principal amount of (i) the Bonds then Outstanding or (ii) the        
Outstanding Bonds of the applicable series, as the case may be.                 

                "MANDATORY REDEMPTION ACCOUNT" has the meaning given to such
term in Section 6.3.                                                            

                "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, assets, operations, prospects or condition, financial or      
otherwise, of the Issuer, (b) the ability of the Issuer to perform any of its   
obligations under any Transaction Document to which it is a party, which        
obligations are material to the Issuer or (c) the material rights available to  
the Holders or the Trustee, as representative of the Holders.                   

          "MOODY'S" means Moody's Investors Service, Inc. or any
successor thereto.                                                              

                "MORTGAGES" means each of the Mortgage, Assignment of Leases
and Rents, Security Agreement and Fixture Filings made by the Issuer in favor of
the Trustee set forth on Schedule B hereto.                                     

      "NORTHEAST UTILITIES" means Northeast Utilities, a
Massachusetts voluntary association.                                            

             "NORTHEAST UTILITIES GUARANTEE" means the guarantee dated
October 18 in favor of the Issuer.                                              

              "NORTHFIELD MOUNTAIN FACILITY" means the Issuer's 1,080 MW
pumped storage facility and related real property located along the Connecticut 
River in the towns of Northfield, Erving, Montague and Gill, Massachusetts,     
Hinsdale, New Hampshire and Vernon, Vermont.                                    

              "NU ENTERPRISES" means NU Enterprises, Inc., a Connecticut
corporation.                                                                    

             "OBLIGATIONS" shall have the meaning set forth in Section
14.2.                                                                           

                "OFFICER'S CERTIFICATE" means, unless otherwise specifically
provided, a certificate of an Authorized Representative of the Issuer and signed
by a director, president, a vice president, the treasurer, an assistant         
treasurer or the secretary of the Issuer.                                       

               "OPINION OF COUNSEL" means a written opinion of counsel for
any Person expressly referred to herein which may include, without limitation,  
counsel for the Issuer, whether or not such counsel is an employee of the       
Issuer.                                                                         

         "OUTSTANDING", when used with respect to Bonds or any
principal amount thereof, means, as of the date of determination, all Bonds     
theretofore authenticated and delivered under this Indenture, except:           

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                 (i) Bonds theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;                                 

                (ii) Bonds or portions thereof for whose redemption money in
       the necessary amount has been theretofore deposited in trust with the
      Trustee; PROVIDED that if such Bonds are to be redeemed prior to the
 maturity thereof, notice of such redemption has been duly given
         pursuant to Article 6 or provision therefor satisfactory to the Trustee
has been made;                                                

            (iii) Bonds or portions thereof deemed to have been paid
within the meaning of Section 13.1;                           

                (iv) Bonds as to which defeasance has been effected pursuant
to Article 14;                                                

                  (v) Bonds which have been paid pursuant to Section 2.9 or that
     have been exchanged for other Bonds or Bonds in lieu of which other
        Bonds have been authenticated and delivered pursuant to this Indenture
other than any Bonds in respect of which there shall have been
       presented to the Trustee proof satisfactory to it that such Bonds are
    held by a protected purchaser in whose hands such Bonds constitute
valid obligations of the Issuer; and                          

                (vi) Bonds not deemed Outstanding in accordance with Section
10.2.                                                         

          "PAYING AGENT" means any Person acting as Paying Agent
hereunder pursuant to Section 9.11.                                             

              "PERMITTED INVESTMENTS" means investments in securities or
other instruments that are: (i) direct obligations of the United States, or any 
agency thereof; (ii) obligations fully guaranteed by the United States or any   
agency thereof; (iii) certificates of deposit issued by commercial banks under  
the laws of the United States or any political subdivision thereof or under the 
laws of Canada, Japan or any country that is a member of the European Economic  
Union having a combined capital and surplus of at least $500,000,000 and having 
long-term unsecured, unguaranteed debt securities rated "A" or better by S&P and
"A2" or better by Moody's (but at the time of investment not more than          
$25,000,000 may be invested in such certificates of deposit from any one bank); 
(iv) repurchase obligations for underlying securities of the types described in 
clauses (i) and (ii) above, entered into with any commercial bank meeting the   
qualifications specified in clause (iii) above or any other financial           
institution having long-term unsecured, unguaranteed debt securities rated "A"  
or better by S&P and "A2" or better by Moody's in connection with which such    
underlying securities are held in trust or by a third-party custodian; (v) open 
market commercial paper of any corporation incorporated or doing business under 
the laws of the United States or of any political subdivision thereof having a  
rating of at least "A-1" from S&P and "P-1" from Moody's (but at the time of    
investment not more than $25,000,000 may be invested in such commercial paper   
from any one company); (vi) investments in money market funds having a rating   
assigned by each of the Rating Agencies equal to the highest rating assigned    
thereby to money market funds or money market mutual funds sponsored by any     
securities broker dealer of recognized national standing (or an Affiliate       
thereof), having an investment policy that requires substantially all the       
invested assets of such                                                         

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fund to be invested in investments described in any one or more of the foregoing
clauses and having a rating of "A" or better by S&P and "A2" or better by       
Moody's (including money market funds or money market mutual funds for which the
Trustee in its individual capacity or any of its affiliates is investment       
manager or adviser); or (vii) a deposit of any bank (including the Trustee),    
trust company or financial institution authorized to engage in the banking      
business having a combined capital and surplus of at least US$500,000,000, whose
long-term, unsecured, unguaranteed debt is rated "A" or higher by S&P and "A2"  
of higher by Moody's.                                                           

"PERMITTED LIENS" means:                    

(a) Liens in favor of the Issuer;           

      (b) Liens imposed by law for taxes, assessments or
     governmental charges that are not yet delinquent and remain payable
without penalty or that are being contested in good faith by  
appropriate proceedings;                                      

             (c) carriers', warehousemen's, mechanics', materialmen's,
 repairmen's and other like Liens imposed by law, arising in the
   ordinary course of business and securing obligations that are not
      overdue by more than 45 days or are being contested in good faith by
appropriate proceedings;                                      

           (d) pledges and deposits made in the ordinary course of
 business in compliance with workers' compensation, unemployment
  insurance and other social security laws or regulations or other
statutory obligations of the Issuer;                          

                 (e) pledges, cash deposits or rights of set-off to secure the
  performance of bids, tenders, trade contracts, leases, statutory
     obligations, surety and appeal bonds, performance bonds, government
  contracts and other obligations of a like nature (other than for
      payment obligations of borrowed money), in each case in the ordinary
course of business;                                           

               (f) judgment liens in respect of judgments that do not give
rise to an Event of Default under clause (h) of Section 8.1;  

                 (g) easements, zoning restrictions, rights-of-way and similar
       charges or encumbrances on real property imposed by law or arising in
 the ordinary course of business that do not secure any monetary
 obligations and do not materially detract from the value of the
         affected property or interfere with the ordinary conduct of business of
the Issuer;                                                   

              (h) Junior Liens securing Hedging Agreements which Hedging
      Agreements relate to Indebtedness that is secured by Liens otherwise
permitted under this Indenture;                               

                (i) Liens that are incidental to the business of the Issuer,
        are not for borrowing money and are not material, taken as a whole, to
the business of the Issuer;                                   

           (j) Liens created or granted pursuant to the Collateral
Documents;                                                    

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             (k) Other Liens existing upon the issuance of the Initial
Bonds, as identified on Schedule A;                           

                 (l) Liens existing on property at the time of its acquisition
by the Issuer;                                                

                 (m) Liens to secure purchase money indebtedness not exceeding
the cost of the property involved;                            

                 (n) Liens created to extend, renew, replace, or refinance any
Indebtedness of the Issuer that is secured by Permitted Liens;

               (o) Involuntary Liens imposed on the Issuer, so long as the
     Issuer is working diligently to resolve the problem and during such
         time the Lien does not result in a Material Adverse Effect as certified
to the Trustee in an Officer's Certificate; and               

(p) Junior Liens.                           

       "PERSON" means any individual, sole proprietorship,
corporation, company, partnership, joint venture, limited liability company,    
trust, unincorporated association, institution, Governmental Authority or any   
other entity.                                                                   

                  "PLACE OF PAYMENT", when used with respect to the Bonds of any
series means the office or agency maintained pursuant to Section 9.11 and such  
other place or places, if any, where the principal of, and premium, if any, and 
interest on the Bonds of such series are payable as specified herein or in any  
Series Supplemental Indenture setting forth the terms of the Bonds of such      
series.                                                                         

                "POWER SALES AGREEMENT" means each contract or agreement now
existing or entered into in the future by the Issuer for the sale of electrical 
generating capacity, electrical energy, ancillary services or any combination   
thereof.                                                                        

             "PREDECESSOR BONDS", with respect to any particular Bond,
means any previous Bond evidencing all or a portion of the same debt as that    
evidenced by such particular Bond; for the purposes of this definition, any Bond
authenticated and delivered under Section 2.9 in lieu of a lost, destroyed or   
stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or 
stolen Bond.                                                                    

            "PROPERTY" means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.              

             "PRUDENT INDUSTRY PRACTICE" means any of those practices,
methods, standards and acts (including but not limited to the practices, methods
and acts engaged in or approved by a significant portion of the electric power  
generation industry in the United States) that, at a particular time, in the    
exercise of reasonable judgment in light of the facts known or that should      
reasonably have been known at the time a decision was made, could have been     
expected to accomplish the desired result consistent with good business         
practices, reliability, economy, safety and expedition, and which practices     
generally conform to applicable law and                                         

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governmental approvals. "PRUDENT INDUSTRY PRACTICE" is not intended to be       
limited to optimal practices that could be used to accomplish a desired result. 

                 "PUHCA" means the Public Utility Holding Company Act of 1935,
as amended and in effect from time to time.                                     

              "RATING AGENCIES" means S&P, Moody's, and Fitch or another
nationally recognized credit rating agency of similar standing if any of the    
foregoing corporations is not in the business of rating the subject of such     
rating.                                                                         

               "REDEMPTION DATE" has the meaning set forth in Section 6.2.

                  "REDEMPTION PRICE" means, with respect to any Bond Outstanding
on any Redemption Date, an amount equal to the principal amount of such Bond    
Outstanding on such date, PLUS interest accrued and unpaid to but excluding such
Redemption Date.                                                                

               "REGISTERED DEPOSITARY" means The Depository Trust Company,
having a principal office at 55 Water Street, New York, New York 10041-0099,    
together with any Person succeeding thereto by merger, consolidation or         
acquisition of all or substantially all of its assets, including substantially  
all of its securities payment and transfer operations.                          

                 "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated October 12, 2001 between the Issuer and Salomon Smith Barney    
Inc. as representative of the Initial Purchasers.                               

           "REGULAR RECORD DATE", for any Bond of a series for the
Scheduled Payment Date of any installment of principal thereof or payment of    
interest thereon, means the 15th day (whether or not a Business Day) next       
preceding such Scheduled Payment Date, or any other date specified for such     
purpose in the form of Bond of such series attached to the Series Supplemental  
Indenture relating to the Bonds of such series.                                 

           "REGULATION S" means Regulation S promulgated under the
Securities Act, as amended and in effect from time to time and any successor    
regulation.                                                                     

               "RELATED PERSON" has the meaning set forth in Section 16.1.

                 "RESPONSIBLE OFFICER", when used with respect to the Trustee,
means any officer in the Corporate Trust Office (or any successor group of the  
Trustee) including any vice president, assistant vice president, assistant      
treasurer or any other officer of the Trustee customarily performing functions  
similar to those performed by the persons who at the time shall be such         
officers, respectively, or to whom any corporate trust matter is referred       
because of his knowledge and familiarity with the particular subject.           

                "RULE 144A" means Rule 144A promulgated under the Securities
Act, as amended and in effect from time to time.                                

                "S&P" means Standard & Poor's Ratings Group or any successor
thereto.                                                                        

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                 "SCHEDULED PAYMENT DATE" means, with respect to any Bond of a
series or any installment of principal thereof or payment of interest thereon,  
the date specified in such Bond (or in the Series Supplemental Indenture        
relating to such series) as the fixed date on which such Bond or such           
installment of principal or payment of interest is due and payable.             

             "SEC" means the Securities and Exchange Commission of the
United States.                                                                  

               "SECURED PARTIES" has the meaning given to such term in the
Security Agreement.                                                             

                 "SECURITIES ACT" means the Securities Act of 1933, as amended
and in effect from time to time.                                                

                 "SECURITY AGREEMENT" means the Security Agreement dated as of
October 18, 2001 between the Issuer and the Trustee.                            

                 "SECURITY REGISTER" has the meaning set forth in Section 2.8.

            "SECURITY REGISTRAR" means any Person acting as Security
Registrar pursuant to Sections 2.8 and 9.11.                                    

            "SELECT ENERGY" means Select Energy, Inc., a Connecticut
corporation.                                                                    

                 "SELECT POWER SALES AGREEMENT" means the Initial Select Power
Sales Agreement and any amendment, extension or renewal thereof.                

                 "SENIOR DEBT" means the Issuer's Indebtedness under the Bonds
or any other Indebtedness (whether secured or unsecured) of the Issuer that     
ranks PARI PASSU with the Bonds.                                                

       "SERIES SUPPLEMENTAL INDENTURE" means any indenture
supplemental to this Indenture entered into by the Issuer and the Trustee which 
establishes, in accordance with this Indenture, the title, form and terms of the
Bonds of one or more series; and "SERIES SUPPLEMENTAL INDENTURES" means each and
every Series Supplemental Indenture.                                            

               "SHAREHOLDER" means NU Enterprises, which is at the date of
this Indenture the sole holder of an equity interest in the Issuer, and any     
future shareholders of the Issuer.                                              

          "SPECIAL RECORD DATE" for the payment of any defaulted
principal or interest means a date fixed by the Trustee pursuant to Section     
2.10.                                                                           

           "SUBSIDIARY" means, with respect to any Person, (i) any
corporation 50% or more of whose stock of any class or classes having by the    
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any other class
or classes of such corporation shall have or might have voting power by reason  
of the happening of any contingency) is at the time owned by such Person,       
directly or indirectly through Subsidiaries, and (ii) any partnership, limited  
liability company, association, joint venture or other entity in which such     
Person, directly or indirectly through Subsidiaries, has a 50% or greater equity
interest at the time.                                                           

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                  "TAX" means, with respect any Person, any tax (whether income,
gross receipts, documentary, sales, stamp, registration, issue, capital,        
property, excise or otherwise), duty, levy, impost, fee, charge or withholding  
directly or indirectly imposed, assessed, levied or collected by or for the     
account of any Governmental Authority.                                          

              "TRANSACTION DOCUMENTS" means the Financing Documents, the
Initial Select Power Sales Agreement and the Northeast Utilities Guarantee.     

                "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed (or,
with respect to any supplemental indenture, the date as of which such           
supplemental indenture was executed).                                           

                  "TRUSTEE" means the person named as the "Trustee" in the first
paragraph of this Indenture and its successors and assigns, and any corporation 
resulting from or surviving any consolidation or merger to which it or its      
successors and assigns may be a party, or any successor to all or substantially 
all of its corporate trust business, PROVIDED that any such successor or assign 
or surviving corporation shall be eligible for appointment as trustee pursuant  
to Section 9.7, until a successor Trustee shall have become the Trustee         
hereunder pursuant to the applicable provisions of this Indenture, and          
thereafter means such successor Trustee.                                        

        "UNIFORM COMMERCIAL CODE" or "UCC" means the Uniform
Commercial Code as in effect from time to time in the State of New York or any  
other jurisdiction the laws of which control the creation or perfection of      
security interests under the Collateral Documents.                              

       "UNITED STATES" means the United States of America.

               SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS. Except as
otherwise expressly provided by this Indenture, upon any application or request 
by the Issuer to the Trustee that the Trustee take any action under any         
provision of this Indenture, the Issuer shall furnish to the Trustee an         
Officer's Certificate stating that all conditions precedent, if any, provided   
for in this Indenture relating to the proposed action have been complied with   
and, if so requested by the Trustee, an Opinion of Counsel stating that in the  
opinion of such counsel all such conditions precedent, if any, have been        
complied with, except that in the case of any particular application or request 
as to which the furnishing of documents is specifically required by any         
provision of this Indenture relating to such particular application or request, 
no additional certificate or opinion need be furnished.                         

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

                 (a) a statement that each individual signing such certificate
or opinion has read such covenant or condition;               

           (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;           

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                 (c) a statement that, in the opinion of each such individual,
    such examination or investigation has been made as is necessary to
        enable such individual to express an informed opinion as to whether or
not such covenant or condition has been complied with; and    

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

                 With the delivery of this Indenture, the Issuer is furnishing
  to the Trustee, and from time to time thereafter may furnish, an
     Officer's Certificate identifying and certifying the incumbency and
      specimen signatures of the Authorized Representatives of the Issuer.
    Until the Trustee receives a subsequent Officers' Certificate, the
 Trustee shall be entitled to conclusively rely on the last such
       Officers' Certificate delivered to it for purposes of determining the
Authorized Representatives of the Issuer.                     

              SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by an    
opinion of, any specified Person, it is not necessary that all such matters be  
certified by, or covered by the opinion of, only one such Person, or that they  
be so certified by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to   
other matters, and any such Person may certify or give an opinion as to such    
matters in one or several documents.                                            

             Any certificate 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 or has reason to believe 
that the certificate or opinion or representations with respect to the matters  
upon which such officer's certificate is based are erroneous or otherwise       
inaccurate. Any such certificate or Opinion of Counsel may be based, insofar as 
it relates to factual matters, upon a certificate of, or representations by, an 
Authorized Representative of the Issuer stating that the information with       
respect to such factual matters is in the possession of the Issuer, unless such 
counsel knows that the certificate or representations with respect to such      
matters are erroneous.                                                          

               Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.             

                Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or    
other instruments under this Indenture, they may, but need not, be consolidated 
and form one instrument.                                                        

               SECTION 1.4 NOTICES, ETC. TO TRUSTEE. Any Act of Holders or
other document required or permitted by this Indenture shall be deemed to have  
been made or given, as applicable, only if such notice is in writing and        
delivered personally, or by registered or certified first-class United States   
mail with postage prepaid and return receipt requested, or made, given or       
furnished in writing by confirmed telecopy or facsimile transmission, or by     
prepaid courier service to the appropriate party as set forth below:            

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Trustee: Bank of New York                   
   101 Barclay Street, Floor 21W
New York, NY 10286        

               Attention: Corporate Trust Administration

   Telecopier No.:  973-357-7840
  Telephone No.:  973-247-4545

Issuer:  Northeast Generation Company       
107 Selden Street         
Berlin, CT  06037         

Attention: David R. McHale
                      Vice President & Treasurer
                                Northeast Utilities Services Company
                                  Agent for Northeast Generation Company

   Telecopier No.:  860-665-3847

Any party may change its address by giving notice of such change in the manner  
set forth herein. Any notice given to a party by mail or by courier shall be    
deemed delivered upon receipt thereof (unless the party refuses to accept       
delivery, in which case the party shall be deemed to have accepted delivery upon
presentation). Any notice given to a party by telecopy or facsimile transmission
shall be deemed effective on the date it is actually sent to the intended       
recipient by confirmed telecopy or facsimile transmission to the telecopier     
number specified above.                                                         

                SECTION 1.5 NOTICES TO HOLDERS; WAIVER. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently  
given (unless otherwise herein expressly provided) if in writing and mailed,    
first-class postage prepaid, to each Holder, at its address as it appears in the
Security Register, not later than the latest date, if any, and not earlier than 
the earliest date, if any, prescribed for the giving of such notice. Where this 
Indenture provides for notice, 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  
any case where notice to Holders is given by mail, neither the failure to mail  
such notice, nor any defect in any notice so mailed, to any particular Holder   
shall affect the sufficiency of such notice with respect to other Holders, and  
any notice that is mailed in the manner herein provided shall be conclusively   
presumed to have been duly given.                                               

         SECTION 1.6 CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with another provision hereof   
which is required to be included in this Indenture by any of the provisions of  
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust               

Northeast Generation Company Indenture
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Indenture Act that may be so modified or excluded, the latter provision shall be
deemed, for purposes of this Indenture, to be so modified or excluded, as the   
case may be.                                                                    

             SECTION 1.7 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for           
convenience only and shall not affect the construction hereof.                  

                  SECTION 1.8 SUCCESSORS AND ASSIGNS. All covenants, agreements,
representations and warranties in this Indenture by the Trustee and the Issuer  
shall bind and, to the extent permitted hereby, shall inure to the benefit of   
and be enforceable by their respective successors and assigns, whether so       
expressed or not.                                                               

                  SECTION 1.9 SEVERABILITY CLAUSE. In case any provision in this
Indenture or in the Bonds shall be invalid, illegal or unenforceable, the       
validity, legality and enforceability of the remaining provisions shall not in  
any way be affected or impaired thereby.                                        

                 SECTION 1.10 BENEFITS OF INDENTURE. Nothing in this Indenture
or in the Bonds, expressed or implied, shall give to any Person, other than the 
parties hereto and their successors hereunder and the Holders of Bonds, any     
benefit or any legal or equitable right, remedy or claim under this Indenture.  

                SECTION 1.11 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK         
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF  
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF TO THE EXTENT
THE APPLICATION OF SUCH PRINCIPLES WOULD CAUSE THE APPLICATION OF THE LAWS OF   
ANY OTHER JURISDICTION.                                                         

                 SECTION 1.12 LEGAL HOLIDAYS. In any case where the Redemption
Date or the Scheduled Payment Date of any Bond or of any installment of         
principal thereof or payment of interest thereon, or any date on which any      
defaulted interest is proposed to be paid, shall not be a Business Day, then    
(notwithstanding any other provision of this Indenture or such Bond) payment of 
interest and/or principal, and/or premium, if any, 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 Redemption Date or on the Scheduled Payment Date,  
or on the date on which the defaulted interest is proposed to be paid, and,     
except as provided in any Series Supplemental Indenture setting forth the terms 
of such Bond, if such payment is timely made, no interest shall accrue for the  
period from and after such Redemption Date or Scheduled Payment Date, or date   
for the payment of defaulted interest, as the case may be, to the date of such  
payment.                                                                        

                  SECTION 1.13 EXECUTION IN COUNTERPARTS. This instrument may be
executed in any number of counterparts, each of which when so executed shall be 
deemed to be an original, but all such counterparts shall together constitute   
but one and the same instrument.                                                

Northeast Generation Company Indenture
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 ARTICLE 2

 THE BONDS

        SECTION 2.1 FORM OF BOND TO BE ESTABLISHED BY SERIES
SUPPLEMENTAL INDENTURE. The Bonds of each series shall be substantially in the  
form (not inconsistent with this Indenture, including Section 2.5 hereof)       
established in the Series Supplemental Indenture relating to the Bonds of such  
series.                                                                         

               SECTION 2.2 FORM OF TRUSTEE'S AUTHENTICATION. The Trustee's
certificate of authentication on all Bonds shall be in substantially the        
following form:                                                                 

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

                    ----------------------------
      as Trustee

By      
                      --------------------------
                      Authorized Signatory

Dated:  
                          ----------------------

         SECTION 2.3 AMOUNT; ISSUABLE IN SERIES. The aggregate
principal amount of Bonds that may be authenticated and delivered under this    
Indenture is unlimited, PROVIDED that this Section 2.3 shall not be deemed to in
any way supersede the restrictions set forth in any Series Supplemental         
Indenture.                                                                      

                 The Bonds may be issued in one or more series. There shall be
established in one or more Series Supplemental Indentures, prior to the issuance
of Bonds of any series:                                                         

          (a) the title of the Bonds of such series (which shall
         distinguish the Bonds of such series from all other Bonds) and the form
or forms of Bonds of such series;                             

                  (b) any limit upon the aggregate principal amount of the Bonds
   of such series that may be authenticated and delivered under this
Indenture (except for Bonds authenticated and delivered upon  
       registration of transfer of, or in exchange for, or in lieu of, other
         Bonds of such series pursuant to Section 2.7, 2.8, 2.9, 6.6 or 12.6 and
      except for Bonds that, pursuant to the last paragraph of Section 2.4
   hereof, are deemed never to have been authenticated and delivered
hereunder);                                                   

                (c) the date or dates on which the principal of the Bonds of
       such series is payable, the amounts of principal payable on such date
       or dates and the Regular Record Date for the determination of Holders
       to whom principal is payable; and the date or dates on or as of which
       the Bonds of such series shall be dated, if other than as provided in
Section 2.13(a);                                              

Northeast Generation Company Indenture
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                 (d) the rate or rates at which the Bonds of such series shall
   bear interest, or the method by which such rate or rates shall be
      determined, the date or dates from which such interest shall accrue,
        the interest payment dates on which such interest shall be payable and
  the Regular Record Date for the determination of Holders to whom
         interest is payable; and the basis of computation of interest, if other
than as provided in Section 2.13(b);                          

               (e) if other than as provided in Section 9.11, the place or
     places where (i) the principal of, premium, if any, and interest on
         Bonds of such series shall be payable, (ii) Bonds of such series may be
        surrendered for registration of transfer or exchange and (iii) notices
   and demands to or upon the Issuer in respect of the Bonds of such
series and this Indenture may be served;                      

                  (f) the price or prices at which, the period or periods within
        which and the terms and conditions upon which Bonds of such series may
be redeemed, in whole or in part, at the option of the Issuer;

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

                  (h) if other than in minimum denominations of $100,000 and any
     integral multiple of $1,000 in excess thereof, the denominations in
which Bonds of such series shall be issuable;                 

                (i) the restrictions or limitations, if any, on the transfer
        or exchange of the Bonds of such series including, without limitation,
        with respect to Bonds to be sold outside of the United States pursuant
    to Regulation S or any other exemption from registration under the
Securities Act;                                               

       (j) the obligation, if any, of the Issuer to file a
       registration statement with respect to the Bonds of such series or to
        exchange the Bonds of such series for Bonds registered pursuant to the
Securities Act;                                               

              (k) any trustees, authenticating or paying agents, warrant
         agents, transfer agents or registrars with respect to the Bonds of such
series, if other than as set forth herein; and                

                (l) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture).          

(m) applicable CUSIP Numbers.               

                SECTION 2.4 AUTHENTICATION AND DELIVERY OF BONDS. Subject to
Section 2.3, at any time and from time to time after the execution and delivery 
of this Indenture, the Issuer may deliver Bonds of any series executed by the   
Issuer to the Trustee for authentication, together with                         

Northeast Generation Company Indenture
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an Issuer Order for the authentication and delivery of such Bonds, and the      
Trustee shall thereupon authenticate and make available for delivery such Bonds 
in accordance with such Issuer Order, without any further action by the Issuer. 
No Bond shall be secured by or entitled to any benefit under this Indenture or  
be valid or obligatory for any purpose unless there appears on such Bond a      
certificate of authentication, in the form provided for herein, executed by the 
Trustee by the manual signature of any Authorized Signatory, and such           
certificate upon any Bonds shall be conclusive evidence, and the only evidence, 
that such Bond has been duly authenticated and delivered thereunder. In         
authenticating such Bonds and accepting the additional responsibilities under   
this Indenture in relation to such Bonds, the Trustee shall be entitled to      
receive, and (subject to Section 9.1) shall be fully protected in relying upon: 

                 (a) an executed Series Supplemental Indenture with respect to
the Bonds of such series;                                     

                (b) an Officer's Certificate of the Issuer (i) certifying as
         to Board Resolutions of the Issuer by or pursuant to which the terms of
     the Bonds of such series were established, (ii) certifying that all
conditions precedent under this Indenture to the Trustee's    
       authentication and delivery of such Bonds have been complied with and
     (iii) certifying that the terms of the Bonds of such series are not
       inconsistent with the terms of this Indenture as then and theretofore
supplemented;                                                 

                (c) an Opinion of Counsel to the effect that (i) the form or
     forms and the terms of such Bonds have been established by a Series
Supplemental Indenture as permitted by Sections 2.1 and 2.3 in
        conformity with the provisions of this Indenture and (ii) the Bonds of
        such series, when authenticated and made available for delivery by the
   Trustee and issued by the Issuer in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute legal,
      valid and binding obligations of the Issuer, enforceable against the
         Issuer in accordance with their terms, except as enforceability (A) may
  be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the enforcement of
        creditors' rights and remedies generally and (B) is subject to general
principles of equity (regardless of whether enforceability is 
considered in a proceeding in equity or at law); and          

             (d) such other documents and evidence with respect to the
Issuer as the Trustee may reasonably request.                 

                  Prior to the authentication and delivery of a series of Bonds,
the Trustee shall also receive such other funds, accounts, documents,           
certificates, instruments or opinions as may be required by the related Series  
Supplemental Indenture.                                                         

              Notwithstanding the foregoing, if any Bond shall have been
authenticated and delivered hereunder but never issued or sold by the Issuer,   
and the Issuer shall deliver such Bond to the Trustee for cancellation as       
provided in Section 2.12 together with a written statement (which need not      
comply with Section 1.2 and need not be accompanied by an Opinion of Counsel)   
stating that such Bond has never been issued or sold by the Issuer, for all     
purposes of this Indenture such Bond shall be deemed never to have been         
authenticated and delivered hereunder and shall never have been or be entitled  
to the benefits hereof.                                                         

Northeast Generation Company Indenture
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          SECTION 2.5 FORM. The Bonds of each series shall be in
registered form and may have such letters, numbers or other marks of            
identification and such legends or endorsements printed, lithographed, engraved,
typewritten or photocopied thereon, as may be required to comply with the rules 
of any securities exchange upon which the Bonds of any such series are to be    
listed (if any) or to conform to any usage in respect thereof, or as may,       
consistently herewith, be prescribed by the Board of Directors of the Issuer or 
by the Authorized Representative executing such Bonds, such determination by    
said Authorized Representative to be evidenced by its signing the Bonds.        

                  The Bonds may be issued in the form of (a) definitive Bonds or
(b) one or more Global Bonds. Bonds issued in definitive form shall be          
registered in the name or names of such Persons and for the principal amounts as
the Issuer may request. Bonds issued in the form of a Global Bond shall be      
registered in the name of the Registered Depositary or its nominee and shall    
represent the beneficial interests of Persons purchasing the Bonds. In the event
any of the Bonds are issued in a transaction under Rule 144A of the Securities  
Act, any such Person shall purchase such Bonds in transactions complying with   
Rule 144A under the Securities Act. The Trustee, as custodian ("CUSTODIAN"),    
will act as custodian of each Global Bond for the Registered Depositary or      
appoint a sub-custodian to act in such capacity. So long as the Registered      
Depositary or its nominee is the registered owner of the Global Bond, it shall  
be considered the Holder of the Bonds represented thereby for all purposes      
hereunder and under the Global Bond. None of the Issuer, the Trustee or any     
Paying Agent shall have any responsibility or liability for any aspect of the   
records relating to or payments made by the Registered Depositary on account of 
beneficial interests in the Global Bond. Interests in the Global Bond shall be  
transferred on the Registered Depositary's book-entry settlement system.        

                 Anything in this Section 2.5 to the contrary notwithstanding,
the Initial Bonds shall be issued in definitive form unless otherwise specified 
in the First Supplemental Indenture.                                            

                  SECTION 2.6 EXECUTION OF BONDS. The Bonds shall be executed on
behalf of the Issuer by one of its Authorized Representatives. The signature of 
any such officer on the Bonds may be manual or facsimile.                       

           Bonds bearing the manual or facsimile signatures of any
individual who was, at the time such signature was affixed, the proper officer  
of the Issuer shall bind the Issuer, notwithstanding that such individual has   
ceased to hold such office prior to the authentication and delivery of such     
Bonds or did not hold such offices at the date of such Bonds.                   

           SECTION 2.7 TEMPORARY BONDS. Pending the preparation of
definitive Bonds of any series pursuant to Section 2.8, the Issuer may execute, 
and upon Issuer Order the Trustee shall authenticate and make available for     
delivery, temporary Bonds of such series that are printed, lithographed,        
typewritten, photocopied or otherwise produced, in any denomination,            
substantially of the tenor of the definitive Bonds in lieu of which they are    
issued and with such appropriate insertions, omissions, substitutions and other 
variations as the Authorized Representative executing such Bonds may determine, 
as evidenced by their execution of such Bonds.                                  

Northeast Generation Company Indenture
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                If temporary Bonds of any series are issued, the Issuer will
cause definitive Bonds of such series to be prepared without unreasonable delay.
After the preparation of definitive Bonds of such series, the temporary Bonds of
such series shall be exchangeable for definitive Bonds of such series upon      
surrender of the temporary Bonds of such series at the Place of Payment, without
charge to the Holder. Upon surrender for cancellation of any one or more        
temporary Bonds of any series, the Issuer shall execute, and the Trustee shall  
authenticate and make available for delivery, in exchange therefor, definitive  
Bonds of such series of authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, such temporary Bonds of any series shall  
in all respects be entitled to the same benefits under this Indenture as        
definitive Bonds of such series.                                                

          SECTION 2.8 REGISTRATION; RESTRICTIONS ON TRANSFER AND
EXCHANGE. (a) The Issuer shall cause to be kept at the Corporate Trust Office of
the Security Registrar a register which, subject to such reasonable regulations 
as the Issuer may prescribe, shall provide for the registration of Bonds and for
the registration of transfers and exchanges of Bonds. This register and, if     
there shall be more than one Security Registrar, the combined registers         
maintained by all such Security Registrars, are herein sometimes referred to as 
the "SECURITY REGISTER". The Trustee is hereby appointed the initial Security   
Registrar for the purpose of registering Bonds and transfers and exchanges of   
Bonds as herein provided. Upon any resignation or removal of the Security       
Registrar, the Issuer shall promptly appoint a successor, or in the absence of  
such appointment, assume the duties of such Security Registrar.                 

                 If a Person other than the Trustee is appointed by the Issuer
as Security Registrar, the Issuer will give the Trustee prompt written notice of
the appointment of a Security Registrar and of the location, and any change in  
the location of the Security Register, and the Trustee shall have the right to  
inspect the Security Register at all reasonable times and to obtain copies      
thereof, and the Trustee shall have the right to rely upon such Security        
Register as to the names and addresses of the Holders of the Bonds and the      
principal amounts and numbers of such Bonds.                                    

                (b) Any Global Bond shall be exchanged for definitive Bonds,
without coupons, and delivered to and registered in the name of Persons named by
the Registered Depositary, rather than to the nominee for the Registered        
Depositary, if (i) the Issuer advises the Trustee in writing that the Registered
Depositary is no longer willing or able to discharge properly its               
responsibilities as Registered Depositary with respect to the Bonds and the     
Issuer is unable to appoint a qualified successor, or that the Registered       
Depositary has ceased to be a clearing agency registered under the Exchange Act,
(ii) the Issuer, at its option, elects to terminate the book-entry system       
through the Registered Depositary with respect to the Bonds and cause issuance  
of certificated Bonds or (iii) after the occurrence and continuation of an Event
of Default, beneficial owners holding interests representing an aggregate       
principal amount of Bonds of more than 50% of the Bonds represented by the      
Global Bond advise the Trustee through the Registered Depositary in writing that
the continuation of a book-entry system through the Registered Depositary with  
respect to the Bonds is no longer in such owners' best interests.               

           Upon the occurrence of any of the events in clauses (i)
through (iii) of the preceding paragraph, the Trustee shall, by forwarding any  
notice received from the Issuer to the                                          

Northeast Generation Company Indenture
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Registered Depositary, be deemed to have notified all Persons who hold a        
beneficial interest in the Global Bond through participants in the Registered   
Depositary or indirect participants through participants in the Registered      
Depositary of the availability of definitive Bonds. Upon surrender by the       
Registered Depositary of the Global Bond and receipt of instructions for        
re-registration, the Security Registrar will exchange the Global Bond for an    
equal aggregate principal amount of definitive Bonds.                           

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

           Every Bond presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written     
instrument of transfer in form satisfactory to the Issuer and the Security      
Registrar or any transfer agent, duly executed by the Holder thereof or such    
Holder's attorney duly authorized in writing.                                   

      No service charge shall be required of any Holders
participating in any transfer or exchange of Bonds in respect of such transfer  
or exchange, but the Security Registrar may require payment of a sum sufficient 
to cover any Tax that may be imposed in connection with any transfer or exchange
of Bonds, other than exchanges pursuant to Section 2.7, 6.6 or 12.6 not         
involving any transfer.                                                         

              The Security Registrar shall not be required (a) to issue,
register the transfer of or exchange any Bond of any series during a period     
beginning at the opening of business 15 days before the day of the mailing of a 
notice of redemption of Bonds of such series selected for redemption under      
Section 6.2 and ending at the close of business on the day of such mailing or   
(b) to issue, register the transfer of or exchange any Bond so selected for     
redemption in whole or in part, except the unredeemed portion of any Bond       
redeemed in part.                                                               

               SECTION 2.9 MUTILATED, DESTROYED, LOST AND STOLEN BONDS. If
(a) any mutilated or defaced Bond is surrendered to the Trustee, or the Issuer  
and the Security Registrar and the Trustee receive evidence to their            
satisfaction of the destruction, loss or theft of any Bond, and (b) there is    
delivered to the Issuer, the Security Registrar and the Trustee evidence to     
their satisfaction of the ownership and authenticity thereof, and such security 
or indemnity as may be required by them to save each of them harmless, then, in 
the absence of notice to the Issuer, the Security Registrar or the Trustee that 
such Bond has been acquired by a protected purchaser, the Issuer shall execute  
and upon the Issuer's request the Trustee shall authenticate and make available 
for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost 
or stolen Bond, a new Bond of the same series and of like tenor, interest rate  
and principal amount, bearing a number not then outstanding and registered in   
the same manner. If, after the delivery of such new Bond, a bona fide purchaser 
of the original Bond in lieu of which such new Bond was issued presents for     
payment such original Bond, the Issuer and the Trustee shall be entitled to     
recover such new Bond from the Person to whom it was delivered or any Person    
taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,     
damage, cost or expenses incurred by the Issuer or the Trustee in connection    
therewith.                                                                      

Northeast Generation Company Indenture
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              Notwithstanding the foregoing, in case any such mutilated,
destroyed, lost or stolen Bond has become or is about to become due and payable,
the Issuer, upon satisfaction of the conditions set forth in clauses (a) and (b)
of the preceding paragraph may, instead of issuing a new Bond, pay such Bond.   

                 Upon the issuance of any new Bond under this Section 2.9, the
Issuer may require the payment of a sum sufficient to cover any Tax that may be 
imposed in relation thereto and any other expenses connected therewith.         

                 Every new Bond issued pursuant to this Section 2.9 in lieu of
any mutilated, destroyed, lost or stolen Bond shall constitute an original      
additional contractual obligation of the Issuer, whether or not the mutilated,  
destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and  
shall be entitled to all the security and benefits of this Indenture and the    
other Collateral Documents equally and proportionately with any and all other   
Bonds duly issued hereunder.                                                    

              The provisions of this Section 2.9 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to   
the replacement or payment of mutilated, destroyed, lost or stolen Bonds.       

                 SECTION 2.10 PAYMENT OF PRINCIPAL AND INTEREST; PRINCIPAL AND
INTEREST RIGHTS PRESERVED. Principal or interest on any Bond that is payable,   
and punctually paid or duly provided for, on any Scheduled Payment Date shall be
paid to the Person in whose name that Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Regular Record Date for such         
principal or interest. Payment of principal of and interest on the Bonds of any 
series shall be made at the Place of Payment, or by check or in another manner  
or manners if so provided in the Series Supplemental Indenture relating to such 
series of Bonds, except for the final installment of principal payable with     
respect to a Bond, which shall be payable as provided in Section 6.5 (in the    
case of Bonds redeemed) or payable upon presentation and surrender of such Bond 
at the Place of Payment.                                                        

                  Any principal of or interest on any Bond of any series that is
payable, but is not punctually paid or duly provided for, on any Scheduled      
Payment Date of an installment of principal or payment of interest shall        
forthwith cease to be payable to the Holder on the relevant Regular Record Date 
and such defaulted principal or interest may be paid by the Issuer, at its      
election in each case, as provided in paragraph (a) or paragraph (b) below:     

                  (a) The Issuer may elect to make payment of all or any portion
       of such defaulted principal or interest to the Persons in whose names
     the Bonds of such series (or their respective Predecessor Bonds) in
        respect of which principal or interest is in default are registered at
        the close of business on a Special Record Date for the payment of such
        defaulted principal or interest, which shall be fixed in the following
     manner. The Issuer shall notify the Trustee and the Paying Agent in
         writing of the amount of defaulted principal or interest proposed to be
        paid on each Bond of such series and the date of the proposed payment,
         and concurrently there shall be deposited with the Trustee an amount of
       money equal to the aggregate amount proposed to be paid in respect of
such defaulted principal or interest or there shall be made   
arrangements acknowledged by the Trustee for                  

Northeast Generation Company Indenture
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         such deposit prior to the date of the proposed payment, such money when
       deposited to be held in trust for the benefit of the Persons entitled
        to such defaulted principal or interest as provided in this paragraph.
        Thereupon, the Trustee shall fix a Special Record Date for the payment
      of such defaulted principal or interest (together with other amounts
     payable with respect to such defaulted principal or interest) which
      shall not be more than 15 nor less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by the
  Trustee of the notice of the proposed payment. The Trustee shall
       promptly notify the Issuer and the Security Registrar of such Special
      Record Date and, in the name and at the expense of the Issuer, shall
     cause notice of the proposed payment of such defaulted principal or
         interest and the Special Record Date therefor to be mailed, first-class
  postage prepaid, to each Holder of a Bond of such series at such
        Holder's address as it appears in the Security Register, not less than
   10 days prior to such Special Record Date. Notice of the proposed
        payment of such defaulted principal or interest and the Special Record
         Date therefor having been mailed as aforesaid, such defaulted principal
      or interest shall be paid to the Persons in whose names the Bonds of
       such series (or their respective Predecessor Bonds) are registered on
         such Special Record Date and shall no longer be payable pursuant to the
following paragraph (b).                                      

                (b) The Issuer may make, or cause to be made, payment of any
      defaulted principal or interest (together with other amounts payable
         with respect to such defaulted interest) in any other lawful manner not
        inconsistent with the requirements of any securities exchange on which
       the Bonds in respect of which principal or interest is in default may
       be listed, and, upon such notice as may be required by such exchange,
     if, after notice given by the Issuer to the Trustee of the proposed
  payment pursuant to this paragraph, such payment shall be deemed
reasonable by the Trustee.                                    

                  Subject to the foregoing provisions of this Section 2.10, each
Bond delivered under this Indenture upon registration of transfer of or in      
exchange for or in lieu of any other Bond shall carry the rights to interest    
accrued and unpaid, and to accrue, which were carried by such other Bond.       

                SECTION 2.11 PERSONS DEEMED OWNERS. Subject to Section 2.10,
prior to due presentment of a Bond for registration of transfer, the Person in  
whose name any Bond is registered shall be deemed to be the owner of such Bond  
for the purpose of receiving payment of principal of, and premium, if any, and  
interest on, such Bond and for all other purposes whatsoever, whether or not    
such Bond be overdue, regardless of any notice to anyone to the contrary.       

                 SECTION 2.12 CANCELLATION. All Bonds surrendered for payment,
redemption, credit against any sinking fund payment or registration of transfer 
or exchange or deemed lost or stolen shall, if surrendered to any Person other  
than the Trustee, be delivered to the Trustee for cancellation and may not be   
reissued or sold. The Issuer may at any time deliver to the Trustee for         
cancellation any Bonds previously authenticated and delivered hereunder which   
the Issuer may have acquired in any manner whatsoever. All Bonds so delivered   
shall be promptly canceled by the Trustee. No Bonds shall be authenticated in   
lieu of or in exchange for any Bonds canceled as provided in this Section,      
except as expressly permitted by this Indenture. All                            

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canceled Bonds held by the Trustee shall be disposed of by the Trustee in       
accordance with its standard policy.                                            

              SECTION 2.13 DATING OF BONDS; COMPUTATION OF INTEREST. (a)
Except as otherwise provided in the Series Supplemental Indenture relating to   
any series of Bonds, each Bond of such series shall be dated the date of its    
authentication.                                                                 

               (b) Except as otherwise provided in the Series Supplemental
Indenture relating to any series of Bonds, interest on the Bonds of such series 
shall be computed on the basis of a 360-day year consisting of twelve 30-day    
months.                                                                         

       SECTION 2.14 SOURCE OF PAYMENTS LIMITED; RIGHTS AND
LIABILITIES OF THE ISSUER. All payments of principal and premium, if any, and   
interest to be made in respect of the Bonds and this Indenture shall be made    
only from the payments from the revenues of the Issuer, the Collateral and the  
income and proceeds received by the Trustee therefrom. Each Holder, by its      
acceptance of a Bond, agrees that (a) it will look solely to the revenues of the
Issuer, the Collateral and the income and proceeds received by the Trustee      
therefrom to the extent available for distribution to such Holder as herein     
provided or provided in the Collateral Documents, (b) none of the Shareholders, 
or any of their respective past, present or future shareholders, partners,      
officers or directors or other related Persons, or the Trustee shall be         
personally or otherwise liable to any Holder, nor shall any of the Shareholders,
or any of their respective past, present or future shareholders, partners,      
officers or directors or other related Persons, be personally or otherwise      
liable to the Trustee, for any amounts payable under any Bond or for any        
liability under this Indenture or any other Transaction Document, except as     
provided therein, and (c) recourse shall be otherwise limited in accordance with
Section 16.1.                                                                   

                SECTION 2.15 ALLOCATION OF PRINCIPAL AND INTEREST. Except as
otherwise provided in Section 6.6, each payment of principal of and premium, if 
any, and interest on each Bond shall be applied, FIRST, to the payment of       
accrued but unpaid interest on such Bond (as well as any interest on overdue    
principal or, to the extent permitted by applicable Law, overdue interest) to   
the date of such payment, SECOND, to the payment of the principal amount of and 
premium, if any, on such Bond then due (including any overdue installment of    
principal) thereunder, and THIRD, the balance, if any, to the payment of the    
principal amount of such Bond remaining unpaid.                                 

                 SECTION 2.16 PARITY OF BONDS. Except as otherwise provided in
this Indenture and the other Collateral Documents, all Bonds of a series issued 
and outstanding hereunder rank on a parity with each other Bond of the same     
series and with all Bonds of each other series, and each Bond of a series shall 
be secured equally and ratably by this Indenture and the other Collateral       
Documents with each other Bond of the same series and with all Bonds of each    
other series, without preference, priority or distinction of any one thereof    
over any other by reason of difference in time of issuance or otherwise, and    
each Bond of a series shall be entitled to the same benefits and security in    
this Indenture and the other Collateral Documents as each other Bond of the same
series and with all Bonds of each other series.                                 

               SECTION 2.17 CUSIP NUMBERS. The Issuer in issuing the Bonds
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee     
shall use "CUSIP" numbers in                                                    

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notices of redemption as a convenience to Holders; PROVIDED that any such notice
may state that no representation is made as to the correctness of such numbers  
either as printed on the Bonds or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on 
the Bonds, and any such redemption shall not be affected by any defect in or    
omission of such numbers. The Issuer will promptly notify the Trustee of any    
change in the "CUSIP" numbers.                                                  

 ARTICLE 3

RESERVED

 ARTICLE 4

RESERVED

 ARTICLE 5

 COVENANTS OF THE ISSUER

               The Issuer hereby covenants and agrees that so long as this
Indenture is in effect and any Bonds remain Outstanding:                        

                  SECTION 5.1 PAYMENT OF PRINCIPAL OF (AND PREMIUM, IF ANY). The
Issuer will duly and punctually pay or cause to be paid the principal of (and   
premium, if any) and interest on each of the Bonds at the time and place and in 
the manner provided in the Bonds and this Indenture.                            

                  SECTION 5.2 FINANCIAL STATEMENTS AND OTHER INFORMATION. For so
long as the Bonds are Outstanding, the Issuer will furnish to the Trustee:      

                (a) within 105 days after the end of each fiscal year of the
       Issuer, the audited consolidated balance sheet and related statements
        of operations, shareholders' equity and cash flows of the Issuer as of
         the end of and for such year, setting forth in each case in comparative
   form the figures for the previous fiscal year, all reported on by
Arthur Andersen LLP or other independent public accountants of
 recognized national standing (without a "going concern" or like
       qualification or exception and without any qualification or exception
     as to the scope of such audit) to the effect that such consolidated
  financial statements present fairly in all material respects the
     financial condition and results of operations of the Issuer and its
Subsidiaries on a consolidated basis in accordance with GAAP  
consistently applied;                                         

               (b) within 60 days after the end of each of the first three
        quarters of each fiscal year of the Issuer, the unaudited consolidated
   balance sheet and related statements of operations, shareholders'
 equity and cash flows of the Issuer, setting forth in each case

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     in comparative form the figures for (or, in the case of the balance
     sheet, as of the end of) the corresponding period or periods of the
        previous fiscal year, all certified by an Authorized Representative of
        the Issuer as presenting fairly in all material respects the financial
        condition and results of operations of the Issuer and its Subsidiaries
       on a consolidated basis in accordance with GAAP consistently applied,
 subject to normal year-end audit adjustments and the absence of
footnotes;                                                    

               (c) so long as a Select Power Sales Agreement is in effect,
         within 105 days after the end of each fiscal year of Select Energy, the
audited consolidated balance sheet and related statements of  
        operations, shareholders' equity and cash flows of Select Energy as of
         the end of and for such year, setting forth in each case in comparative
   form the figures for the previous fiscal year, all reported on by
Arthur Andersen LLP or other independent public accountants of
 recognized national standing (without a "going concern" or like
       qualification or exception and without any qualification or exception
     as to the scope of such audit) to the effect that such consolidated
  financial statements present fairly in all material respects the
        financial condition and results of operations of Select Energy and its
Subsidiaries on a consolidated basis in accordance with GAAP  
consistently applied;                                         

               (d) so long as a Select Power Sales Agreement is in effect,
     within 60 days after the end of each of the first three quarters of
      each fiscal year of Select Energy the unaudited consolidated balance
      sheet and related statements of operations, shareholders' equity and
        cash flows of Select Energy, setting forth in each case in comparative
       form the figures for (or, in the case of the balance sheet, as of the
    end of) the corresponding period or periods of the previous fiscal
         year, all certified by an Authorized Representative of Select Energy as
        presenting fairly in all material respects the financial condition and
  results of operations of Select Energy and its Subsidiaries on a
  consolidated basis in accordance with GAAP consistently applied,
 subject to normal year-end audit adjustments and the absence of
footnotes;                                                    

              (e) concurrently with any delivery of financial statements
   under clause (a) or (b) of this Section, an Officer's Certificate
         signed by the Issuer's principal executive officer, principal financial
         officer or principal accounting officer (i) certifying as to whether to
        the best knowledge of the signer thereof a Default or Event of Default
  has occurred and, if a Default or Event of Default has occurred,
       specifying the details thereof and any action taken or proposed to be
         taken with respect thereto, and (ii) stating whether any change in GAAP
       or in the application thereof has occurred since the date of the most
         recent prior audited financial statements delivered pursuant to Section
    5.2(a) or delivered to Holders on or prior to the Closing Date, as
         applicable, and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such  
certificate;                                                  

                 (f) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
 filed by the Issuer with the SEC, or any Governmental Authority
       succeeding to any or all of the functions of said commission, or with
       any national securities exchange, or distributed by the Issuer to its
shareholders generally, as the case may be;                   

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                  (g) promptly after receiving notice of the same, notice of any
material litigation or material governmental or environmental 
proceedings against the Issuer; and                           

           (h) promptly following any request therefor, such other
      information regarding the operations, business affairs and financial
         condition of the Issuer, or compliance with the terms of this Indenture
         and the other Transaction Documents, as the Trustee or Majority Holders
may reasonably request.                                       

              Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such    
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's         
compliance with any of its covenants hereunder (as to which the Trustee is      
entitled to rely exclusively on Officers' Certificates).                        

                  SECTION 5.3 EXISTENCE; CONDUCT OF BUSINESS. (a) So long as any
Bonds shall be Outstanding, the Issuer will do or cause to be done all things   
necessary to preserve, renew and keep in full force and effect its existence as 
a corporation organized under the laws of the United States or a political      
subdivision thereof and all things reasonably necessary to preserve, renew and  
keep in full force and effect the rights, licenses, permits, privileges and     
franchises material to the conduct of its business as then conducted; PROVIDED  
that the foregoing shall not prohibit any merger, consolidation, liquidation or 
dissolution permitted under Section 5.11.                                       

                 (b) Operating Capability. The Issuer at all times will either
(i) maintain in effect with a qualified operator an operation and maintenance   
agreement with respect to the Issuer's Facilities or (ii) directly employ       
Persons with a demonstrated ability to operate and maintain such facilities in  
accordance with Prudent Industry Practice.                                      

                 SECTION 5.4 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.
The Issuer will comply with all laws, rules, regulations and orders of any      
Governmental Authority (including Environmental Laws and ERISA matters) and all 
contractual obligations applicable to it or its property, except where the      
failure to do so, individually or in the aggregate, could not reasonably be     
expected to have a Material Adverse Effect.                                     

                SECTION 5.5 MAINTENANCE OF PROPERTIES; INSURANCE. The Issuer
will (a) keep and maintain all property material to the conduct of its business 
in good working order and condition, ordinary wear and tear excepted; PROVIDED, 
HOWEVER, that nothing in this Section shall prevent the Issuer from disposing of
any asset (subject to compliance with Sections 5.9 and 5.11) or from            
discontinuing the operation or maintenance of any of such material properties if
such discontinuance is, as determined by the Issuer in good faith, desirable in 
the conduct of its business and could not reasonably be expected to have a      
Material Adverse Effect on the Issuer and (b) maintain, with financially sound  
and reputable insurance companies, insurance with respect to each Facility in   
such amounts and against such risks as are customarily maintained by companies  
engaged in the same or similar businesses operating in the same or similar      
locations. The Issuer will maintain insurance for risks customarily insured     
against by other enterprises having SEC registered or Rule 144A indebtedness and
owning and operating facilities of like size and type as that of the Facilities 
in accordance with Prudent Industry Practice.                                   

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                SECTION 5.6 PAYMENT OF TAXES AND CLAIMS. The Issuer will pay
its obligations, including Tax liabilities, before the same shall become        
delinquent or in default unless the same is then the subject of a Good Faith    
Contest or except where nonpayment will not have a Material Adverse Effect.     

                SECTION 5.7 BOOKS AND RECORDS; INSPECTION RIGHTS. The Issuer
will keep proper books of record and account in which full, true and correct    
entries are made of all dealings and transactions in relation to its business   
and activities. The Issuer will permit the Trustee or its representative, upon  
reasonable prior notice, to visit and inspect its properties, to examine and    
make extracts from its books and records, and to discuss its affairs, finances  
and condition with its officers and independent accountants, all at such        
reasonable times during normal business hours and as often as reasonably        
requested.                                                                      

                SECTION 5.8 LIENS. The Issuer will not create, incur, assume
or permit to exist any Lien on any Collateral other than Permitted Liens.       

                  SECTION 5.9 PROHIBITION ON SALE OF ASSETS. The Issuer will not
sell or otherwise dispose of any assets other than (a) sales and dispositions in
the ordinary course of business; (b) any sales or dispositions of surplus,      
obsolete or worn-out equipment; (c) any sales or dispositions required for      
compliance with applicable Law or necessary Governmental Approvals; (d) any     
sales or dispositions of assets permitted under Section 5.11; and (e) any other 
sale or other disposition; PROVIDED, in each case, that after giving effect to  
such event, no Event of Default shall have occurred and be continuing and such  
event will not result in a Material Adverse Effect.                             

                SECTION 5.10 MODIFICATIONS OF CERTAIN DOCUMENTS. Without the
prior consent of the Majority Holders, the Issuer will not agree or consent to  
any termination, modification, supplement, replacement or waiver of any         
Transaction Document, unless such termination, modification, supplement,        
replacement or waiver could not, individually or collectively with all other    
such terminations, modifications, supplements, replacements and waivers,        
reasonably be expected to have a Material Adverse Effect. The foregoing         
provision shall not be construed as restricting or preventing the Issuer in any 
way from (i) modifying the Initial Select Power Sales Agreement so long as such 
modifications are not adverse to the interests of the Holders, (ii) modifying   
the Initial Select Power Sales Agreement in order to comply with any future     
rules, regulations or orders of the Federal Energy Regulatory Commission or any 
other Governmental Authority or (iii) entering into a new or modified power     
sales agreement with Select Energy upon the expiration of the initial term of   
the Initial Select Power Sales Agreement on December 31, 2005.                  

    SECTION 5.11 PROHIBITION ON FUNDAMENTAL CHANGES.

             (a) MERGERS, CONSOLIDATIONS, DISPOSAL OF ASSETS, ETC. The
Issuer will not merge into or consolidate with any other Person, or permit any  
other Person to merge into or consolidate with it, or sell, transfer, lease or  
otherwise dispose of (in one transaction or in a series of transactions) all or 
substantially all of its assets (in each case, whether now owned or hereafter   
acquired), or liquidate or dissolve, except that the Issuer may merge with, or  
transfer all or substantially all of its assets to, another Person if: (i) the  
survivor is a U.S. corporation organized                                        

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under the laws of the United States, any state thereof or the District of       
Columbia; (ii) simultaneous with such transaction the survivor, if not the      
Issuer, expressly assumes all of the obligations of the Issuer under this       
Indenture, the Bonds and the other Transaction Documents; and (iii) after giving
effect to such transaction (x) no Default or Event of Default shall have        
occurred and be continuing and (y) no Material Adverse Effect shall have        
occurred.                                                                       

            (b) LINES OF BUSINESS. The Issuer will not engage to any
material extent in any business other than the ownership and operation of       
electric transmission and non-nuclear electric generating facilities and the    
buying, selling, and marketing of electricity.                                  

                  SECTION 5.12 TRANSACTIONS WITH AFFILIATES. The Issuer will not
sell, lease or otherwise transfer any property or assets to, or purchase, lease 
or otherwise acquire any property or assets from, or otherwise engage in any    
other transactions with, any of its Affiliates, except (a) so long as PUHCA is  
in effect, transactions in the ordinary course of business that are permitted   
under PUHCA, (b) if PUHCA ceases to be in effect, transactions in the ordinary  
course of business at prices and on terms and conditions not less favorable to  
the Issuer than could be obtained on an arm's-length basis from unrelated third 
parties, (c) any payments of dividends and other distributions with respect to  
the Issuer's capital stock not prohibited by a series Supplemental Indenture and
(d) transactions that are contemplated by any Transaction Document or any       
extensions, renewals or replacements thereof that will not have a Material      
Adverse Effect.                                                                 

                Notwithstanding the foregoing, the restrictions set forth in
this covenant shall not apply to (i) reasonable and customary directors' fees,  
indemnification and similar arrangements, consulting fees, employee salaries,   
bonuses or employment agreements, compensation or employee benefit arrangements 
and incentive arrangements with any officer, director or employee of the Issuer 
or any Subsidiary entered into in the ordinary course of business, (ii) loans   
and advances to officers, directors and employees of the Issuer or any          
Subsidiary for reasonable travel, entertainment, moving and other relocation    
expenses, in each case made in the ordinary course of business and (iii)        
transactions pursuant to agreements in effect on the date hereof.               

SECTION 5.13 RULE 144A INFORMATION.         

             (a) Unless a registration statement shall have previously
become effective with respect to the Bonds of a series, at any time when the    
Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the      
request of a Holder, the Issuer shall promptly furnish to such Holder or to a   
prospective purchaser of a Bond of such series designated by such Holder, as the
case may be, the information required to be delivered pursuant to Rule          
144A(d)(4) under the Securities Act in order to permit compliance by such Holder
with Rule 144A in connection with the resale of such Bond by such Holder.       

                  (b) At any time after a registration statement with respect to
the Bonds of any series shall have been filed with and declared effective by the
SEC, the Issuer shall provide to the Holders thereof such periodic and other    
reports that the Issuer is required to file pursuant to Sections 13 or 15(d) of 
the Exchange Act.                                                               

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 ARTICLE 6

 REDEMPTION OF BONDS

                 SECTION 6.1 OPTIONAL REDEMPTION; REDEMPTION PRICE. The Issuer
at its option, may, at any time, redeem the Bonds of any series, in whole or in 
part at the Redemption Price PLUS any premium set forth in the related Series   
Supplemental Indenture. Redemption of Bonds of any series shall be made in      
accordance with the terms of such Bonds and, to the extent that this Article    
does not conflict with such terms, the succeeding sections of this Article.     

              SECTION 6.2 MANDATORY REDEMPTION; SELECTION OF BONDS TO BE
REDEEMED; REDEMPTION PRICE.                                                     

          (a) Unless otherwise provided in a Series Supplemental
Indenture. Outstanding Bonds shall be redeemed in whole or in part in accordance
with this Section 6.2(a), prior to maturity, at the Redemption Price if (x) an  
Event of Loss shall occur and the Issuer has either (i) determined that the     
Affected Property cannot be rebuilt, repaired, restored or replaced on a        
Commercially Feasible Basis or (ii) decided not to rebuild, repair, restore or  
replace the Affected Property and (y) as a result of such Affected Property not 
being rebuilt, repaired, restored or replaced a Material Adverse Effect could   
reasonably be expected to occur. In any such case, all Loss Proceeds in excess  
of $10,000,000 shall be applied to the pro rata redemption of the Bonds pursuant
to this Section 6.2 unless otherwise provided as to any series of Bonds in a    
Series Supplemental Indenture. The Redemption Date shall be any date during the 
90-day period following the date of the Issuer's (x) determination that the     
Affected Property cannot be rebuilt, repaired or restored or (y) decision not to
rebuild, repair or restore the Affected Property, as the case may be (taking    
into account the notice requirements set forth in Section 6.4).                 

                (b) Upon any redemption of the Bonds in accordance with this
Section 6.2, the scheduled principal amortization of the Bonds of a series shall
be reduced by an amount equal to the product of (x) the scheduled principal     
amortization of the Bonds of such series then in effect multiplied by (y) a     
fraction, the numerator of which is equal to the principal amount of the        
Outstanding Bonds of such series to be redeemed and the denominator of which is 
the principal amount of the Outstanding Bonds of such series immediately prior  
to such redemption.                                                             

                (c) Except as otherwise specified in the Series Supplemental
Indenture relating to the Bonds of a series, if less than all the Bonds of such 
series are to be redeemed pursuant to Section 6.2(a), the Bonds of such series  
shall be redeemed ratably by the Trustee from the Outstanding Bonds of such     
series not previously called for redemption in whole.                           

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

            SECTION 6.3 ELECTION OR REQUIREMENT TO REDEEM; NOTICE TO
TRUSTEE. The requirement or election of the Issuer to redeem any Bonds shall be 
evidenced by an Issuer Order. If the Issuer has elected or is required to redeem
any Bonds, the Issuer shall, at least 30 days but                               

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not more than 60 days prior to the date upon which notice of redemption is      
required to be given to the Holders pursuant to Section 6.4 hereof (unless a    
shorter period shall be satisfactory to the Trustee), deliver to the Trustee an 
Issuer Order specifying the date on which such redemption shall occur (the      
"REDEMPTION DATE") as determined in accordance with this Article 6, the series  
and principal amount of Bonds to be redeemed and evidence that the moneys       
necessary for such redemption will be delivered to the Trustee not later than   
the Business Day prior to the Redemption Date. Upon receipt of any such Issuer  
Order with respect to a mandatory redemption, the Trustee shall establish a     
non-interest bearing special purpose trust account (the "MANDATORY REDEMPTION   
ACCOUNT") into which shall be deposited by the Issuer not later than one        
Business Day prior to the Redemption Date, immediately available amounts to be  
held by the Trustee and applied to the redemption of such Bonds. As collateral  
security for the prompt and complete payment and performance when due of all its
obligations with respect to the Bonds and under this Indenture, the Issuer has  
pledged, assigned, hypothecated and transferred to the Trustee for the benefit  
of the Holders a Lien on and security interest in and to the Mandatory          
Redemption Account. The Mandatory Redemption Account shall at all times be in   
the exclusive possession of, and under the exclusive dominion and control of,   
the Trustee. In the case of any optional redemption of Bonds prior to the       
expiration of any restriction on such redemption provided in the terms of such  
Bonds, the Series Supplemental Indenture relating thereto or elsewhere in this  
Indenture, the Issuer shall furnish the Trustee with an Officer's Certificate   
and Opinion of Counsel evidencing compliance with such restriction.             

         SECTION 6.4 NOTICE OF REDEMPTION. Except as otherwise
specified in the Series Supplemental Indenture relating to the Bonds of a series
to be redeemed, notice of redemption shall be given to the Holders of Bonds of  
such series to be redeemed at least 30 days (unless a shorter period shall be   
satisfactory to the Trustee) but not more than 60 days prior to the Redemption  
Date. All notices of redemption shall state:                                    

(a) the Redemption Price;                   

(b) the Redemption Date;                    

               (c) if less than all of the Outstanding Bonds of any series
         are to be redeemed, the portion of the principal amount of each Bond of
        such series to be redeemed in part, and a statement that, on and after
       the Redemption Date, upon surrender of such Bond, a new Bond or Bonds
  of such series in principal amount equal to the remaining unpaid
principal amount thereof will be issued;                      

                (d) that on the Redemption Date, interest thereon will cease
to accrue on and after said date;                             

                 (e) the Place or Places of Payment where such Bonds are to be
surrendered for payment of the Redemption Price; and          

             (f) that the deposit by the Issuer with the Trustee of an
       amount of immediately available funds to pay the Bonds to be redeemed
in full is a condition precedent to the Redemption.           

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                  Notice of redemption of Bonds to be redeemed 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.                                                          

           SECTION 6.5 BONDS PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Bonds or portions thereof so to be    
redeemed shall, on the Redemption Date become due and payable, and from and     
after such date such Bonds or portions thereof shall cease to bear interest.    
Upon surrender of any such Bond for redemption in accordance with such notice,  
an amount in respect of such Bond or portion thereof shall be paid as provided  
therein; PROVIDED, HOWEVER, that any payment of interest on any Bond the        
Scheduled Payment Date of which is on or prior to the Redemption Date shall be  
payable to the Holder of such Bond or one or more Predecessor Bonds, registered 
as such at the close of business on the related Regular Record Date according to
the terms of such Bond and subject to the provisions of Section 2.10.           

              SECTION 6.6 BONDS REDEEMED IN PART. Any Bond that is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Issuer or the Trustee so requires, due endorsement by, or a written      
instrument of transfer in form satisfactory to the Issuer and the Trustee duly  
executed by, the Holder thereof or its attorney duly authorized in writing), and
the Issuer shall execute, and the Trustee shall authenticate and make available 
for delivery to the Holder of such Bond without service charge, a new Bond or   
Bonds of the same series, of any authorized denomination requested by such      
Holder and of like tenor and in aggregate principal amount equal to and in      
exchange for the remaining unpaid principal amount of the Bond so surrendered.  

 ARTICLE 7

RESERVED

 ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

               SECTION 8.1 EVENTS OF DEFAULT. The term "Event of Default",
whenever used herein, shall mean any of the following events (whatever the      
reason for such event and whether it shall be voluntary or involuntary or come  
about or be affected by operation of law, or be pursuant to or in compliance    
with any applicable Law), and any such event shall continue to be an Event of   
Default if and for so long as it shall not have been remedied:                  

              (a) the Issuer defaults in the payment of any principal or
        interest on any Bond when the same becomes due and payable, whether by
 scheduled maturity or required redemption or by acceleration or
otherwise, and such default continues for 15 days or more;    

                (b) default in the performance or observance in any material
        respect of any other term, covenant, or obligation of the Issuer under
this Indenture or any Collateral                              

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       Document, not otherwise expressly defined as an Event of Default, and
 the continuance of such default for more than 60 days after the
      earliest to occur of (i) actual knowledge of an executive officer of
         the Issuer of such default, (ii) the time at which an executive officer
       of the Issuer should reasonably have had knowledge of such default or
(iii) notice from the Trustee or the Holders of such default; 

         (c) default or defaults under one or more agreements,
 instruments, mortgages, bonds, debentures or other evidences of
       Indebtedness under which the Issuer then has outstanding Indebtedness
      in excess of $15,000,000, individually or in the aggregate, and such
       default or defaults have resulted in the acceleration of the maturity
     of such Indebtedness and such acceleration has not been annulled or
rescinded;                                                    

          (d) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation,  
       reorganization or other relief in respect of the Issuer or its debts,
     or of a substantial part of its assets, under any Federal, state or
    foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect or (ii) the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for the Issuer
      or for a substantial part of its assets, and, in any such case, such
         proceeding or petition shall continue undismissed for a period of 60 or
  more days or an order or decree approving or ordering any of the
foregoing shall be entered;                                   

                (e) the Issuer shall (i) voluntarily commence any proceeding
   or file any petition seeking liquidation, reorganization or other
    relief under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect, (ii) consent to
    the institution of, or fail to contest in a timely and appropriate
    manner, any proceeding or petition described in clause (d) of this
       Article, (iii) apply for or consent to the appointment of a receiver,
       trustee, custodian, sequestrator, conservator or similar official for
     itself or for a substantial part of its assets, (iv) file an answer
      admitting the material allegations of a petition filed against it in
       any such proceeding, (v) make a general assignment for the benefit of
       creditors or (vi) take any action for the purpose of effecting any of
the foregoing;                                                

              (f) any event described in clauses (d) or (e) above occurs
     with respect to Northeast Utilities, at any time when the Northeast
         Utilities Guarantee is in effect or a Debt Service Reserve Guarantee of
      Northeast Utilities is in effect as part of the Debt Service Reserve
       Account or, unless the Northeast Utilities Guarantee is in effect and
       no event of the type described in clause (d) or (e) has occurred with
       respect to Northeast Utilities, any such event occurs with respect to
     Select Energy at any time prior to December 31, 2005, and in either
         case, such event remains uncured for the grace periods provided in such
clauses;                                                      

            (g) the Issuer shall become unable, admit in writing its
  inability or fail generally to pay its debts as they become due;

            (h) one or more judgments for the payment of money in an
         aggregate amount in excess of $25,000,000 shall be rendered against the
Issuer and the same shall remain                              

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undischarged or unpaid for a period of 60 consecutive days during which       
execution shall not be effectively stayed;                                    

               (i) the Issuer shall be terminated, dissolved or liquidated
        (as a matter of law or otherwise) except in a transaction permitted by
Section 5.12;                                                 

                  (j) the Liens created by the Collateral Documents shall at any
  time not constitute a valid and perfected Lien on the collateral
     intended to be covered thereby (to the extent perfection by filing,
     registration, recordation or possession is possible and is required
         herein or therein) in favor of the Trustee, free and clear of all Liens
     other than Permitted Liens, or, except for expiration in accordance
    with its terms, any of the Collateral Documents shall for whatever
      reason be terminated or cease to be in full force and effect, or the
enforceability thereof shall be contested by the Issuer or any
Shareholder;                                                  

                (k) either (i) any other Financing Document is declared in a
         final non-appealable judgment to be unenforceable against the Issuer or
        the Issuer shall have expressly repudiated its obligations thereunder;
or (ii) any other Transaction Document is declared in a final 
        non-appealable judgment to be unenforceable against any party thereto,
   or any such party shall have expressly repudiated its obligations
         thereunder and ceased to perform such obligations, and such default has
continued unremedied for a period of five days or more; or    

                  (l) default by the Issuer or Select Energy under or invalidity
        of the Initial Select Power Sales Agreement prior to December 31, 2005
      to the extent such default under or invalidity of such agreement (x)
        continues for 30 consecutive days and (y) could reasonably be expected
to have a Material Adverse Effect on the Issuer.              

                (m) any representation, warranty, certification or statement
     made by the Issuer in any Financing Document or in any certificate,
         financial statement or other document delivered to the Trustee pursuant
     to any Financing Document shall prove to have been incorrect in any
        material respect when made (or deemed made) and such misrepresentation
        continues to remain incorrect for 60 days after the earlier of (i) the
   Issuer having actual knowledge of such incorrectness and (ii) the
     giving of written notice of such incorrectness to the Issuer by the
Trustee or any Holder.                                        

        SECTION 8.2 ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If an Event of Default described in paragraph (a) of Section 8.1     
occurs and is continuing with respect to Bonds of any series, then and in each  
and every such case, unless the principal of all the Bonds of such series shall 
have already become due and payable, either the Trustee or the Holders of not   
less than 33 1/3% in aggregate principal amount of the Bonds of such series then
Outstanding hereunder, or, in the event of any Event of Default described in    
paragraph (b), (c), (f), (h), (i), (j), (k) or (l) of Section 8.1, the Majority 
Holders of Bonds of such series then outstanding hereunder, by notice in a      
writing to the Issuer (and to the Trustee if given by Holders), may declare the 
principal amount of all the Bonds of such series then Outstanding and all       
accrued interest thereon to be due and payable immediately, and upon any such   
declaration the same shall become and shall be immediately due and payable,     
anything in this Indenture or in the Bonds of                                   

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such series contained to the contrary notwithstanding. If an Event of Default   
described in paragraph (d), (e) or (g) of Section 8.1 occurs and is continuing, 
then and in each and every such case, the principal amount of the Bonds then    
Outstanding and all accrued interest thereon shall, without any notice to the   
Issuer or any other act on the part of the Trustee or any Holder of the Bonds,  
become and be immediately due and payable, anything in this Indenture or in the 
Bonds contained to the contrary notwithstanding.                                

               At any time after such declaration of acceleration has been
made with respect to the Bonds of any series and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Majority Holders of the Bonds of such series, by written  
notice to the Issuer and the Trustee, may rescind and annul such declaration and
its consequences if:                                                            

           (i) there shall have been paid to or deposited with the
Trustee a sum sufficient to pay                               

                           (A) all overdue installments of interest on the Bonds
of such series,                             

                      (B) the principal of and premium, if any, on any
                Bonds of such series that have become due other than by such
           declaration of acceleration and interest thereon at the
                  respective rates provided in the Bonds of such series for late
payments of principal or premium,           

                        (C) to the extent that payment of such interest is
                 lawful, interest upon overdue installments of interest at the
               respective rates provided in the Bonds for late payments of
interest, and                               

                  (D) all sums paid or advanced by the Trustee
        hereunder and the reasonable compensation, expenses,
              disbursements, and advances of the Trustee, its agents and
counsel, and                                

                (ii) all Events of Default, other than the nonpayment of the
         principal of the Bonds that has become due solely by such acceleration,
have been cured or waived as provided in Section 8.12.        

             No such rescission shall affect any subsequent default or
impair any right consequent thereon.                                            

                SECTION 8.3 TRUSTEE MAY FILE PROOFS OF CLAIM; APPOINTMENT OF
TRUSTEE AS ATTORNEY-IN-FACT IN JUDICIAL PROCEEDINGS. In case of pendency in any 
receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization 
or any other judicial proceedings relating to the Issuer or any obligor on the  
Bonds or the property of the Issuer or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Bonds shall then be   
due and payable as therein expressed or by declaration or otherwise and         
irrespective of whether the Trustee shall have made any demand on the Issuer for
payment of overdue principal or interest) shall be entitled and empowered by    
intervention in such proceedings or otherwise                                   

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         (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owed and unpaid in respect
   of the Bonds and to file such other papers or documents as may be
    necessary and advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation expenses,
       disbursements and advances of the Trustee, its agents and counsel and
         all other amounts due the Trustee under Section 8.5) and of the Holders
allowed in such judicial proceeding, and                      

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

and any receiver, assignee, trustee, liquidator or sequestrator in any such     
judicial proceeding is hereby authorized by each Holder to make such payment to 
the Trustee and in the event that the Trustee shall consent to the making of    
such payments directly to the Holders, to pay to the Trustee any amount due to  
it for the reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, and any other amounts due the Trustee under    
Section 8.5.                                                                    

             Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder   
any plan of reorganization, arrangement, adjustment or composition affecting the
Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote  
in respect of the claim of any Holder in any such proceeding.                   

                SECTION 8.4 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
BONDS. All rights of action and claims under this Indenture or the Bonds of any 
series may be prosecuted and enforced by the Trustee without the possession of  
any of the Bonds of such series or the production thereof in any proceeding     
relating thereto, and any such proceeding instituted by the Trustee shall be    
brought in its own name as trustee of an express trust, and any recovery of     
judgment shall, after provision for the payment of the reasonable compensation, 
expenses, disbursements and advances of the Trustee, its agent and counsel, be  
for the ratable benefit of the Holders of the Bonds of the series in respect of 
which such judgment has been recovered.                                         

         SECTION 8.5 APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee with respect to a series of Bonds 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 money on account of        
principal (or premium, if any) or interest, upon presentation of the Bonds of   
such series and the notation thereon of the payment if only partially paid and  
upon surrender thereof if fully paid:                                           

              FIRST: To the payment of all amounts due the Trustee under
Section 9.5.                                                                    

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

      THIRD: To the Company or its order, any remainder.

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                 SECTION 8.6 LIMITATION ON SUITS. No Holder of any Bond of any
series shall have any right to institute any proceeding, judicial or otherwise, 
with respect to this Indenture or the Bonds or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless                           

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

               (b) the Holders of not less than 25% in aggregate principal
         amount of then Outstanding Bonds of such series shall have made written
    request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;        

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

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

               (e) no direction inconsistent with such written request has
     been given to the Trustee during such 60-day period by the Majority
Holders of such series;                                       

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

         SECTION 8.7 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provisions in this   
Indenture, the Holder of any Bond shall have the right, which is absolute and   
unconditional, to receive payment of the principal of (and premium, if any) and 
interest on such Bond on the respective maturities expressed in such Bond (or,  
in the case of redemption or other required prepayment, on the Redemption Date  
or prepayment date, as the case may be) and to institute suit for the           
enforcement of any such payment, and such right shall not be impaired without   
the consent of such Holder.                                                     

                  SECTION 8.8 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any   
reason, then and in every such case the Issuer, the Trustee and the Holders     
shall, subject to any determination in such proceeding, be restored severally   
and respectively to their former positions hereunder, and thereafter all rights 
and remedies of the Trustee and the Holders shall continue as though no such    
proceeding had been instituted.                                                 

         SECTION 8.9 RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided in the last paragraph of Section 2.9, no right or remedy     
herein conferred upon or reserved to the                                        

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Trustee or to the Holders is intended to be exclusive of any other right or     
remedy, and every right and remedy shall, to the extent permitted by law, be    
cumulative and in addition to every other right and remedy given hereunder or   
now or hereafter existing at law or in equity or otherwise. The assertion or    
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.    

          SECTION 8.10 DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any Bond to exercise any right or   
remedy accruing upon any Event of Default shall impair any such right or remedy 
or constitute a waiver of any such Event of Default or an acquiescence therein. 
Every right and remedy given by this Article or by law to the Trustee or to the 
Holders may be exercised from time to time, and as often as may be deemed       
expedient, by the Trustee or by the Holders, as the case may be. No waiver of   
any Event of Default, whether by the Trustee or by the Holders, shall extend to 
or shall affect any subsequent Event of Default or shall impair any remedy or   
right consequent thereon.                                                       

                SECTION 8.11 CONTROL BY HOLDERS. The Majority Holders of the
Bonds then Outstanding shall have the right to require the Trustee to proceed to
enforce this Indenture and the Collateral Documents and the sale of the         
Collateral or, to the extent permitted by law, to direct the time, method and   
place of conducting any proceeding for any remedy available to the Trustee or   
exercising any trust or power conferred on the Trustee with respect to the      
Bonds; PROVIDED that                                                            

                 (a) the Trustee shall have the right to decline to follow any
     such direction if the Trustee, being advised by counsel, determines
         that the action so directed may not lawfully be taken or could conflict
      with this Indenture or the Collateral Documents or if the Trustee in
good faith shall, by a Responsible Officer, determine that the
      proceedings so directed could involve it in personal liability or it
       reasonably believes it will not adequately be indemnified against the
  costs, expenses and liabilities which might be incurred by it in
      complying with its request or be unjustly prejudicial to the Holders
not taking part in such direction, and                        

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

                 SECTION 8.12 WAIVER OF PAST DEFAULTS. The Majority Holders of
any series may on behalf of the Holders of all the Bonds of such series waive   
any past default hereunder with respect to such series and its consequences,    
except a default not theretofore cured                                          

                  (a) in the payment of the principal of (or premium, if any) or
       interest on any Bond of such series, or in the payment of any sinking
       or purchase fund or analogous obligation with respect to the Bonds of
such series, or                                               

                (b) in respect of a covenant or provision hereof which under
     Article 12 cannot be modified or amended without the consent of the
Holder of each Outstanding Bond of such series.               

                Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for  
every purpose of this Indenture; but no                                         

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such waiver shall extend to any subsequent or other default or impair any right 
consequent thereon.                                                             

           SECTION 8.13 UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Bond by its acceptance thereof shall be 
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit 
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any part litigant in such suit of an undertaking to pay the costs of such    
suit, and that such court may in its discretion assess reasonable costs,        
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or      
defenses made by such party litigant; but the provisions of this Section shall  
not apply to any suit instituted by the Trustee, to any suit instituted by any  
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of then Outstanding Bonds of any series to which the suit relates, or to 
any suit instituted by any Holder for the enforcement of the payment of the     
principal of (or premium, if any) or interest on any Bond on or after the       
respective maturities expressed in such Bond (or, in the case of redemption or  
other prepayment, on or after the Redemption Date or prepayment date).          

             SECTION 8.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any    
time insist upon, or plead, or in any manner whatsoever claim or take the       
benefit or advantage of, any stay or extension law wherever enacted, now or at  
any time hereafter in force, which may affect the covenants or the performance  
of this Indenture; and the Issuer (to the extent that it may lawfully do so)    
hereby expressly waives all benefit or advantage of any such law, and covenants 
that it will not hinder, delay or impede the execution of any power herein      
granted to the Trustee, but will suffer and permit the execution of every such  
power as though no such law had been enacted.                                   

 ARTICLE 9

CONCERNING THE TRUSTEE

                  SECTION 9.1 CERTAIN RIGHTS AND DUTIES OF TRUSTEE. The Trustee,
prior to the occurrence of an Event of Default and after curing or waiving all  
Events of Default that may have occurred, undertakes to perform only such duties
as are specifically set forth in this Indenture and no implied covenants or     
obligations shall be read into this Indenture against the Trustee. 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.      

            Except as otherwise provided in Section 315 of the Trust
Indenture Act:                                                                  

            (a) The Trustee may conclusively rely and shall be fully
      protected in acting, or refraining from acting, upon any resolution,
       certificate, statement, instrument, opinion, report, notice, request,
        consent, order, bond, debenture or other paper or document (whether in
         its original or facsimile form) reasonably believed by it to be genuine
and to                                                        

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      have been signed or presented by the proper party or parties; but in
       the case of any such certificates or opinions which by the provisions
      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 substantially conform to the requirements of this Indenture
but need not verify the contents thereof.                     

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

                (c) The Trustee shall be under no obligation to exercise any
        of the trusts or powers vested in it by this Indenture, and may refuse
     to perform any duty or exercise any such rights or powers unless it
 shall have been offered reasonable security or indemnity to its
    satisfaction against the costs, expenses and liabilities which may
reasonably be incurred therein or thereby.                    

             (d) The Trustee shall not be liable for any action taken,
       suffered or omitted by it in good faith and reasonably believed by it
         to be authorized or within the discretion or rights or powers conferred
     upon it by this Indenture or with respect to any action it takes or
        omits to take in good faith in accordance with a direction received by
       it from Holders holding a sufficient percentage of Bonds to give such
direction as permitted by this Indenture.                     

           (e) Prior to the occurrence of an Event of Default with
  respect to any series of Bonds hereunder and after the curing or
       waiving of all Events of Default with respect to such series of Bonds
         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 or other paper or document with respect to
  such series of Bonds unless requested in writing so to do by the
         Majority Holders of such series; PROVIDED that, if the payment within a
     reasonable time to the Trustee of the reasonable costs, expenses or
liabilities likely to be incurred by it in the making of such 
         investigation is, in the opinion of the Trustee, not reasonably assured
    to the Trustee by the security afforded to it by the terms of this
         Indenture, the Trustee may require reasonable indemnity satisfactory to
it against such expenses or liabilities as a condition to so  
         proceeding. The reasonable expense of every such investigation shall be
       paid by the Issuer or, if paid by the Trustee, shall be repaid by the
Issuer upon demand.                                           

           (f) The Trustee may execute any of the trusts or powers
    hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys, custodians or nominees and the Trustee shall
        not be responsible for any misconduct or negligence on the part of any
    agent, attorney custodian or nominee appointed with due care by it
hereunder or under any Collateral Document.                   

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                 (g) 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 or the action or failure to act by
such Responsible Officers was unreasonable.                   

                  (h) 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 any
direction of the Issuer given under this Agreement.           

                (i) 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,
entitlement order, approval or other paper or document.       

          (j) The Trustee shall have no obligation to invest and
     reinvest any cash held pursuant to this Agreement in the absence of
         timely and specific written investment direction from the Issuer. In no
       event shall the Trustee be liable for the selection of investments or
   for investment losses incurred thereon. The Trustee shall have no
        liability in respect of losses incurred as a result of the liquidation
      of any investment prior to its stated maturity or the failure of the
Issuer to provide timely written investment direction.        

             (k) The Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
    has actual knowledge thereof or unless written notice of any event
   which is in fact such a default is received by the Trustee at the
       Corporate Trust Office of the Trustee, and such notice references the
Bonds and this Indenture.                                     

           (l) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
      to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder (including without
       limitation as Securities Intermediary), and each agent, custodian and
other Person employed to act hereunder.                       

            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.                                                 

                 The Trustee may consult with counsel of its own selection and
the advice or opinion of counsel shall be full and complete authorization and   
protection in respect of any action taken or omitted by it hereunder in good    
faith and in accordance with such written advice or opinion of counsel.         

              SECTION 9.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC. The
recitals contained herein and in the Bonds, except the Trustee's certificate 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 
representations as to the validity or sufficiency of this Indenture, the        
Collateral or of the Bonds. The Trustee shall not be accountable for the use or 
application by the Issuer of any of the Bonds or of the proceeds of such Bonds. 

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                 SECTION 9.3 TRUSTEE AND OTHERS MAY HOLD BONDS. The Trustee or
any Paying Agent or Security Registrar or any other Authorized Agent of the     
Trustee, or any Affiliate thereof, in its individual or any other capacity, may 
become the owner or pledgee of Bonds and may otherwise deal with the Issuer, or 
any other obligor on the Bonds with the same rights it could have if it were not
Trustee, Paying Agent, Security Registrar or such other Authorized Agent.       

                  SECTION 9.4 MONEYS HELD BY TRUSTEE OR PAYING AGENT. All moneys
received by the Trustee or any Paying Agent shall, until used or applied as     
herein provided, be held in trust for the purposes for which they were received,
but, other than the Debt Service Reserve Account and the Mandatory Redemption   
Account, need not be segregated from other funds except to the extent required  
by law. Neither the Trustee nor any Paying Agent shall be under any liability   
for interest on any moneys received by it hereunder except such as it may agree 
in writing with the Issuer to pay thereon.                                      

                 SECTION 9.5 COMPENSATION OF TRUSTEE AND ITS LIEN. For so long
as any of the Bonds shall remain outstanding, the Issuer covenants and agrees to
pay to the Trustee (all references in this Section 9.5 to the Trustee shall be  
deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and   
Security Registrar) from time to time, and the Trustee shall be entitled to,    
reasonable compensation for all services rendered by it hereunder (which shall  
be agreed to from time to time by the Issuer and the Trustee and which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust), and, except as herein otherwise expressly provided, the      
Issuer will pay or reimburse the Trustee upon its request for all expenses and  
disbursements incurred or made by the Trustee in accordance with any of the     
provisions of this Indenture (including the reasonable compensation and the     
reasonable expenses, advances and disbursements of its counsel and of all       
persons not regularly in its employ) except any such expense or disbursement as 
may arise from its gross negligence or bad faith. The Issuer also covenants and 
agrees to fully indemnify the Trustee for, defend, and hold harmless the Trustee
and its officers, directors, employees, representatives and agents from and     
against, any and all loss, liability, claim, damage or expense (including legal 
fees and expenses) incurred without gross negligence or bad faith on the part of
the Trustee or any of its employees, officers or agents, arising out of or in   
connection with the acceptance or administration of the trust or trusts         
hereunder and this Indenture, including liability which the Trustee may incur as
a result of failure to withhold, pay or report Taxes with respect to any amounts
payable with respect to the Bonds and including the costs and expenses of       
defending itself against any claim or liability in the premises and including,  
without limitation, any loss, liability, claim, damage or expense relating to or
arising out of any Environmental Law. The obligations of the Issuer under this  
Section shall constitute additional Indebtedness hereunder. In no event shall   
the Trustee be liable for special, indirect or consequential loss or damages    
whatsoever (including, but not limited to lost profits), even if the Trustee has
been advised of the likelihood of such damage and regardless of the form of     
action taken.                                                                   

              The obligations of the Issuer under this Section 9.5 shall
survive payment in full of the Bonds, the resignation or removal of the Trustee 
and the termination of this Indenture.                                          

                  When the Trustee or any predecessor Trustee incurs expenses or
renders services in connection with the performance of its obligations hereunder
(including its services as paying                                               

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agent, if so appointed by the Issuer) after an Event of Default specified in    
Section 8.1(d), (e) or (f) occurs, the expenses and compensation for such       
services are intended to constitute expenses of administration under applicable 
bankruptcy, insolvency or other similar United States Federal or state law to   
the extent provided in Section 503(b)(5) of the Federal Bankruptcy Code.        

                  SECTION 9.6 RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATES
AND OPINIONS OF COUNSEL. Before the Trustee acts or refrains from acting with   
respect to any matter contemplated by this Indenture, it may require an         
Officer's Certificate of the Issuer or an Opinion of Counsel, which shall       
conform to the provisions of Section 1.3. The Trustee shall not be liable for   
any action it takes or omits to take in good faith in reliance on such          
certificate or opinion as set forth in Section 9.1(g).                          

                  SECTION 9.7 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. There
shall at all times be a Trustee hereunder which shall at all times be a         
corporation which complies with the eligibility requirements of the Trust       
Indenture Act, having a combined capital and surplus of at least $100,000,000.  
If such corporation publishes reports of condition at least annually, pursuant  
to law or to the requirements of a supervising or examining authority referred  
to in Section 310(a) of the Trust Indenture Act, then for the purposes of this  
Section 9.7, 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. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 9.7, the Trustee shall resign       
immediately in the manner and with the effect specified in Section 9.8.         

                  SECTION 9.8 RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
SUCCESSOR.                                                                      

               (a) The Trustee, or any trustee hereafter appointed, may at
any time resign by giving written notice to the Issuer and by giving notice of  
such resignation to the Holders of Bonds in the manner provided in Section 1.5. 

                 (b) In case at any time any of the following shall occur with
respect to the Bonds:                                                           

               (1) 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 Security holder who has been a bona
fide Holder of a Bond or Bonds for at least six months,       

                (2) the Trustee shall cease to be eligible under Section 9.7
       and shall fail to resign after written request therefor by the Issuer
or by any Holder of a Bond or Bonds, or                       

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

then, in any such case, (A) 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, or (B) subject to the requirements of Section 
315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of
a Bond or Bonds for at least six months may, on behalf of himself               

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and all others similarly situated, petition any court of competent jurisdiction 
for the removal of the Trustee and the appointment of a successor Trustee. Such 
court may thereupon after such notice, if any, as it may deem proper and        
prescribe, remove the Trustee and appoint a successor Trustee.                  

                  (c) The Holders of a majority in aggregate principal amount of
the Bonds 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    
10.1 of the action taken by the Holders, PROVIDED that unless a Default or Event
of Default shall have occurred and be continuing, the Issuer shall consent (such
consent not to be unreasonably withheld).                                       

          (d) If the Trustee shall resign, be removed, or become
incapable of acting or if a vacancy shall occur in the office of Trustee for any
cause, the Issuer shall promptly 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 former Trustee   
and one copy to the successor Trustee. If no successor Trustee shall have been  
so appointed and have accepted such appointment pursuant to Section 9.9 within  
30 days after the mailing of such notice of resignation or removal, the former  
Trustee may petition at the expense of the Company any court of competent       
jurisdiction for the appointment of a successor Trustee, or any Holder who has  
been a bona fide Holder of a Bond or Bonds for at least six months may, subject 
to the requirements of Section 315(e) of the Trust Indenture Act, on behalf of  
himself and all others similarly situated, petition any such court for the      
appointment of a successor Trustee. Such court may thereupon after such notice, 
if any, as it may deem proper and prescribe, appoint a successor Trustee.       

         (e) Any resignation or removal of the Trustee and any
appointment of a successor Trustee pursuant to this Section shall become        
effective only upon acceptance of appointment by the successor Trustee as       
provided in Section 9.9.                                                        

               SECTION 9.9 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.
Any successor Trustee appointed under Section 9.8 shall execute, acknowledge and
deliver to the Issuer and to its predecessor Trustee an instrument accepting    
such appointment hereunder, and thereupon the resignation or removal of the     
predecessor Trustee shall become effective and such successor Trustee, without  
any further act, deed or conveyance, shall become vested with all the rights,   
powers, trusts, duties and obligations with respect to such series of its       
predecessor Trustee 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, the Trustee ceasing to act shall, upon payment of any    
such amounts then due it pursuant to the provisions of Section 9.5, execute and 
deliver an instrument transferring to such successor Trustee all the rights,    
powers and trusts with respect to such series of the Trustee so ceasing to act. 
Upon request of any such successor Trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor Trustee all such rights and powers. Any Trustee ceasing to act   
shall, nevertheless, retain a lien upon all property or funds held or collected 
by such Trustee to secure any amounts then due it pursuant to Section 9.5.      

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                No successor Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Trustee shall 
with respect to such series be eligible under Section 9.7.                      

              Upon acceptance of appointment by a successor Trustee, the
Issuer shall give notice of the succession of such Trustee hereunder to the     
Holders of Bonds in the manner provided in Section 1.5. If the Issuer fails to  
give such notice within 10 days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be given at the       
expense of the Issuer.                                                          

                SECTION 9.10 MERGER, CONVERSION OR CONSOLIDATION OF TRUSTEE.
Any Person 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 Person succeeding to
all or substantially all the corporate trust business of the Trustee, shall be  
the successor of the Trustee hereunder without the execution or filing of any   
paper or any further act on the part of any of the parties hereto, PROVIDED that
such successor Trustee shall be qualified under the Trust Indenture Act and     
eligible under the provisions of Section 9.7 hereof and Section 310(a) of the   
Trust Indenture Act.                                                            

           In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture, any of the Bonds 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 Bonds so authenticated and, in case at that time any of the Bonds shall not
have been authenticated, any successor to the Trustee may authenticate such     
Bonds 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 Bonds or in this Indenture, PROVIDED that the       
certificate of the Trustee shall have; PROVIDED that the right to adopt the     
certificate of authentication of any predecessor Trustee or the authenticate    
Bonds in the name of any predecessor Trustee shall apply only to its successor  
or successors by merger, conversion or consolidation.                           

     SECTION 9.11 MAINTENANCE OF OFFICES AND AGENCIES.

                 (a) There shall at all times be maintained at least one Place
of Payment as shall be specified for the Bonds of any series in the related     
Series Supplemental Indenture, where such Bonds may be presented or surrendered 
for registration of transfer or exchange and for payment of principal, premium, 
if any, and interest. Such office shall be initially:                           

The Bank of New York                        
20 Broad Street -- 1 Lower Level            
New York, New York 10005                    
Attn:  Frank Driscoll                       

Notices and demands to or upon the Trustee in respect of the Bonds or this      
Indenture may be served at the Corporate Trust Office. Written notice of the    
location of each of such other office or agency and of any change of location   
thereof shall be given by the Issuer to the Trustee and by the Trustee to the   
Holders in the manner specified in Section 1.5. In the event that no such office

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or agency shall be maintained or no such notice of location or of change of     
location shall be given, presentations, surrenders and demands may be made and  
notices may be served at the Corporate Trust Office.                            

              (b) There shall at all times be a Security Registrar and a
Paying Agent hereunder. In addition, at any time when any Bonds remain          
Outstanding, the Trustee may appoint an Authenticating Agent or Agents with     
respect to the Bonds of one or more series which shall be authorized to act on  
behalf of the Trustee to authenticate Bonds of such series issued upon original 
issuance, exchange, registration of transfer or partial redemption thereof or   
pursuant to Section 2.9, and Bonds so authenticated shall be entitled to the    
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder (it being understood that wherever    
reference is made in this Indenture to the authentication and delivery of Bonds 
by the Trustee or the Trustee's certificate of authentication, such reference   
shall be deemed to include authentication and delivery on behalf of the Trustee 
by an Authenticating Agent and a certificate of authentication executed on      
behalf of the Trustee by an Authenticating Agent). If an appointment of an      
Authenticating Agent with respect to the Bonds of one or more series shall be   
made pursuant to this Section 9.11(b), the Bonds of such series may have        
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:                  

              This Bond is one of the series of Bonds referred to in the
within-mentioned Indenture.                                                     

                               ---------------------------------
                       Trustee

By
                                 -------------------------------
                                    Authenticating Agent

By
                                 -------------------------------
                                    Authorized Signatory

                Any Authorized Agent shall be a bank or trust company, shall
be a Person organized and doing business under the laws of the United States or 
any State thereof, with a combined capital and surplus of at least $100,000,000,
and shall be authorized under such laws to exercise corporate trust powers,     
subject to supervision by United States Federal or state authorities. If such   
Authorized Agent publishes reports of its condition at least annually, pursuant 
to law or to the requirements of the aforesaid supervising or examining         
authority, then for the purposes of this Section 9.11, the combined capital and 
surplus of such Authorized Agent shall be deemed to be its combined capital and 
surplus as set forth in its most recent report of condition so published. If at 
any time an Authorized Agent shall cease to be eligible in accordance with the  
provisions of this Section 9.11, such Authorized Agent shall resign immediately 
in the manner and with the effect specified in this Section 9.11.               

                 The Trustee at its office specified in Section 1.4, is hereby
appointed as Paying Agent and Security Registrar hereunder.                     

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              (c) Any Paying Agent (other than the Trustee) from time to
time appointed hereunder shall execute and deliver to the Trustee an instrument 
in which said Paying Agent shall agree with the Trustee, subject to the         
provisions of this Section 9.11, that such Paying Agent will:                   

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

               (ii) give the Trustee within five days thereafter notice of
     any default by any obligor upon the Bonds in the making of any such
payment of principal, premium, if any, or interest; and       

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

              Notwithstanding any other provision of this Indenture, any
payment required to be made to or received or held by the Trustee may, to the   
extent authorized by written instructions of the Trustee, be made to or received
or held by a Paying Agent in the Borough of Manhattan, the City of New York, for
the account of the Trustee.                                                     

                (d) Any Person into which any Authorized Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from 
any merger, consolidation or conversion to which any Authorized Agent shall be a
party, or any corporation succeeding to the corporate trust business of any     
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if 
such successor Person is otherwise eligible under this Section 9.11, without the
execution or filing of any paper or any further act on the part of the parties  
hereto or such Authorized Agent or such successor Person.                       

             (e) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee and the Issuer. The Issuer may, and
at the request of the Trustee shall, at any time, terminate the agency of any   
Authorized Agent by giving written notice of such termination to the Authorized 
Agent and to the Trustee. Upon the resignation or termination of an Authorized  
Agent or in case at any time any such Authorized Agent shall cease to be        
eligible under this Section 9.11 (when, in either case, no other Authorized     
Agent performing the functions of such Authorized Agent shall have been         
appointed), the Issuer may promptly appoint one or more qualified successor     
Authorized Agents approved by the Trustee to perform the functions of the       
Authorized Agent which has resigned or whose agency has been terminated or who  
shall have ceased to be eligible under this Section 9.11. The Issuer shall give 
written notice of any such appointment to all Holders as their names and        
addresses appear on the Security Register.                                      

                 SECTION 9.12 REPORTS BY TRUSTEE. On or before May 15 in every
year, so long as any Bonds are Outstanding hereunder, the Trustee shall transmit
to the Holders a brief report, dated as of the preceding December 31, to the    
extent required by Section 313 of the Trust Indenture Act in accordance with the
procedures set forth in said Section. A copy of such report                     

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at the time of its mailing to Holders shall be filed with the SEC and each stock
exchange, if any, on which any Bonds are listed. The Issuer shall promptly      
notify the Trustee if any series of Bonds become listed on any stock exchange,  
and the Trustee shall comply with Section 313(d) of the Trust Indenture Act.    

                  SECTION 9.13 TRUSTEE RISK. 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. Whether or not        
expressly provided herein, every provision of this Indenture relating to the    
conduct or affecting the liability of or affording protection to the Trustee    
shall be subject to Section 9.1 and the requirements of the Trust Indenture Act.

                SECTION 9.14 APPOINTMENT OF CO-TRUSTEE. It is the purpose of
this Indenture that there shall be no violation of any law of any jurisdiction, 
denying or restricting the right of banking corporations or associations to     
transact business as Trustee in such jurisdiction. It is recognized that in case
of litigation under this Indenture or any Transaction Document, and in          
particular in case of the enforcement of any such document on default, or in    
case the Trustee deems that by reason of any present or future law of any       
jurisdiction it may not exercise any of the powers, rights or remedies herein   
granted to the Trustee or hold title to the properties, in trust, as herein     
granted, or take any other action which may be desirable or necessary in        
connection therewith, it may be necessary that the Trustee appoint an additional
individual or institution as a separate or co-trustee. The following provisions 
of this Section 9.14 are adopted to these ends.                                 

        In the event that the Trustee appoints an additional
individual or institution as a separate or co-trustee, each and every remedy,   
power, right, claim, demand, cause of action, immunity, estate, title, interest 
and lien expressed or intended by this Indenture to be exercised by or vested in
or conveyed to the Trustee with respect thereto shall be exercisable by and     
vested in such separate or co-trustee but only to the extent necessary to enable
such separate or co-trustee to exercise such powers, rights and remedies        
specified by the Trustee, and every covenant and obligation necessary to the    
exercise thereof by such separate or co-trustee shall run to and be enforceable 
by either of them.                                                              

                Should any instrument in writing be required by the separate
trustee or co-trustee so appointed by the Trustee for more fully and certainly  
vesting in and confirming to him or it such properties, rights, powers, trusts, 
duties and obligations, any and all such instruments in writing shall, on       
request, be executed, acknowledged and delivered by the Issuer. In case any     
separate trustee or co-trustee, or a successor to either, shall die, become     
incapable of acting, resign or be removed, all the estates, properties, rights, 
powers, trusts, duties and obligations of such separate trustee or co-trustee,  
so far as permitted by law, shall vest in and be exercised by the Trustee until 
the appointment of a new trustee or successor to such separate trustee or       
co-trustee.                                                                     

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ARTICLE 10

CONCERNING THE HOLDERS

SECTION 10.1 ACTS OF HOLDERS.               

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken 
by Holders (collectively, an "ACT" of such Holders, which term also shall refer 
to the instruments or record evidencing or embodying the same) may be embodied  
in and evidenced by one or more instruments of substantially similar tenor      
signed by such Holders in person or by an agent duly appointed in writing or,   
alternatively, may be embodied in and evidenced by the record of Holders of     
Bonds voting in favor thereof, either in person or by proxies duly appointed in 
writing, at any meeting of Holders of Bonds duly called and held in accordance  
with the provisions of Article 11, or a combination of such instruments and any 
such record. Except as herein otherwise expressly provided, such action shall   
become effective when such instrument or instruments or record, or both, are    
delivered to the Trustee, and when it is specifically required herein, to the   
Issuer. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 9.1) conclusive in favor of the Trustee and the Issuer, if made in the  
manner provided in this Section 10.1. The record of any meeting of Holders of   
Bonds shall be proved in the manner provided in Section 11.5.                   

               (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any public or    
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to such 
officer the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer, and where such execution 
is by an officer of a corporation or association or of a Issuer, on behalf of   
such corporation, association or Issuer, such certificate or affidavit shall    
also constitute sufficient proof of such Person's authority. The fact and date  
of the execution of any such instrument or writing, or the authority of the     
Person executing the same, may also be proved in any other manner which the     
Trustee deems sufficient.                                                       

                (c) The principal amount and serial numbers of Bonds held by
any Person, and the date or dates of holding the same, shall be proved by the   
Security Register and the Trustee shall not be affected by notice to the        
contrary.                                                                       

              (d) Any Act by the Holder of any Bond (i) shall bind every
future Holder of the same Bond and the Holder of every Bond issued upon the     
transfer thereof or the exchange therefor or in lieu thereof, whether or not    
notation of such action is made upon such Bond, and (ii) shall be valid         
notwithstanding that such Act is taken in connection with the transfer of such  
Bond to any other Person, including the Issuer or any Affiliate thereof.        

              (e) Until such time as written instruments shall have been
delivered with respect to the requisite percentage of principal amount of Bonds 
for the Act contemplated by such instruments, any such instrument executed and  
delivered by or on behalf of a Holder of Bonds may be revoked with respect to   
any or all of such Bonds by written notice by such Holder                       

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(or its duly appointed agent) or any subsequent Holder (or its duly appointed   
agent), proven in the manner in which such instrument was proven unless such    
instrument is by its terms expressly irrevocable.                               

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

               The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to sign any instrument 
evidencing or embodying an Act of the Holders. If a record date is fixed, those 
Persons who were Holders at such record date (or their duly appointed agents),  
and only those Persons, shall be entitled to sign any such instrument evidencing
or embodying an Act of Holders or to revoke any such instrument previously      
signed, whether or not such Persons continue to be Holders after such record    
date. No such instrument shall be valid or effective if signed more than 90 days
after such record date, and may be revoked as provided in paragraph (e) above.  

                SECTION 10.2 BONDS OWNED BY ISSUER AND AFFILIATES DEEMED NOT
OUTSTANDING. In determining whether the Holders of the requisite aggregate      
principal amount of Bonds have concurred in any request, demand, authorization, 
direction, notice, consent and waiver or other act under this Indenture, Bonds  
which are owned by the Issuer, any of its Subsidiaries or any Affiliate of the  
Issuer or any of its Subsidiaries shall be disregarded and deemed not to be     
Outstanding for the purpose of any such determination except that in determining
whether the Trustee shall be protected in relying on any such request, demand,  
authorization, direction, notice, consent or waiver or other act, only Bonds for
which a Responsible Officer of the Trustee has received written notice of such  
ownership as conclusively evidenced by the Security Register shall be so        
disregarded. The Issuer shall furnish the Trustee, upon its reasonable request, 
with a list of such Affiliates. Bonds so owned which have been pledged in good  
faith may be regarded as Outstanding for the purposes of this Section if the    
pledgee shall establish to the satisfaction of the Trustee that the pledgee has 
the right to vote such Bonds and that the pledgee is not the Issuer or a        
Subsidiary of the Issuer or any Affiliate of the Issuer or any such Subsidiary. 
Subject to the provisions of Section 315 of the Trust Indenture Act, in case of 
a dispute as to such right, any decision by the Trustee, taken upon the advice  
of counsel, shall be full protection to the Trustee.                            

ARTICLE 11

 HOLDERS' MEETINGS

            SECTION 11.1 PURPOSES FOR WHICH HOLDERS' MEETINGS MAY BE
CALLED. A meeting of Holders may be called at any time and from time to time    
pursuant to this Article 11 for any of the following purposes:                  

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                 (a) to give any notice to the Issuer or to the Trustee, or to
      give any directions to the Trustee, or to waive or to consent to the
       waiving of any default hereunder and its consequences, or to take any
       other action authorized to be taken by Holders pursuant to Article 8;

             (b) to remove the Trustee and appoint a successor Trustee
pursuant to Article 9;                                        

                 (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to Section 12.2; or              

                (d) to take any other action authorized to be taken by or on
      behalf of the Holders of any specified aggregate principal amount of
the Bonds under any other provision of this Indenture or under
applicable law.                                               

                 SECTION 11.2 ISSUER AND HOLDERS MAY CALL MEETING. In case the
Issuer, pursuant to a Board Resolution, or the Holders of at least 10% in       
aggregate principal amount of the Bonds of any series then Outstanding shall    
have requested the Trustee to call a meeting of Holders of such series, by      
written request setting forth in general terms the action proposed to be taken  
at the meeting, and the Trustee shall not have made the mailing of the notice of
such meeting within 20 days after receipt of such request, then the Issuer or   
the Holders of such Bonds in the amount above specified may determine the time  
and the place in the Borough of Manhattan, The City of New York, for such       
meeting and may call such meeting to take any action authorized in Section 11.1 
by giving notice thereof as provided in Section 11.2.                           

           SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETING. To be
entitled to vote at any meeting of Holders a person shall be (a) a Holder of one
or more Bonds with respect to which such meeting is being held or (b) a person  
appointed by an instrument in writing as proxy for the Holder or Holders of such
Bonds by a Holder of one or more such Bonds. The only persons who shall be      
entitled to be present or to speak at any meeting of Holders shall be the       
persons entitled to vote at such meeting and their counsel and any              
representatives of the Trustee and its counsel and any representatives of the   
Issuer and its counsel.                                                         

            SECTION 11.4 DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETING. Notwithstanding any other provisions of this Indenture, 
the Trustee may make such reasonable regulations as it may deem advisable for   
any meeting of Holders, in regard to proof of the holding of Bonds and of the   
appointment of proxies, and in regard to the appointment and duties of          
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the      
conduct of the meeting as it shall think fit. Such regulations may provide that 
written instruments appointing proxies, regular on their face, may be presumed  
valid and genuine without the proof specified in Section 10.1 or other proof.   
Except as otherwise permitted or required by any such regulations, the holding  
of Bonds shall be proved in the manner specified in Section 10.1 and the        
appointment of any proxy shall be proved in the manner specified in said Section
10.1 or by having the signature of the person executing the proxy witnessed or  
guaranteed by any bank, banker, trust company or firm satisfactory to the       
Trustee.                                                                        

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                  The Issuer or the Holders calling the meeting, as the case may
be, shall appoint a temporary chairman. A permanent chairman and a permanent    
secretary of the meeting shall be elected by vote of the Holders of a majority  
in aggregate principal amount of the Bonds represented at the meeting and       
entitled to vote.                                                               

                  Subject to the provisions of Section 10.2, at any meeting each
Holder or proxy shall be entitled to one vote for each $1,000 principal amount  
of Bonds held or represented by him; PROVIDED, HOWEVER, that no vote shall be   
cast or counted at any meeting in respect of any Bond challenged as not         
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The 
chairman of the meeting shall have no right to vote other than by virtue of     
Bonds held by him or instruments in writing as aforesaid duly designating him as
the person to vote on behalf of other Holders. Any meeting of Holders duly      
called pursuant to Section 11.2 may be adjourned from time to time, and the     
meeting may be held as so adjourned without further notice. At any meeting, the 
presence of persons holding or representing Bonds with respect to which such    
meeting is being held in an aggregate principal amount sufficient to take action
upon the business for the transaction of which such meeting was called shall be 
necessary to constitute a quorum; but, if less than a quorum be present, the    
persons holding or representing a majority of the Bonds represented at the      
meeting may adjourn such meeting with the same effect, for all intents and      
purposes, as though a quorum had been present.                                  

                SECTION 11.5 COUNTING VOTES AND RECORDING ACTION OF MEETING.
The vote upon any resolution submitted to any meeting of Holders of a series    
shall be by written ballots on which shall be subscribed the signatures of the  
Holders of Bonds of such series or of their representatives by proxy and the    
serial numbers and principal amounts of the Bonds of such series held or        
represented by them. The permanent chairman of the meeting shall appoint two    
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting    
their verified written reports in duplicate of all votes cast at the meeting. A 
record in duplicate of the proceedings of each meeting of Holders shall be      
prepared by the secretary of the meeting and there shall be attached to said    
record the original reports of the inspectors of votes on any vote by ballot    
taken thereat and affidavits by one or more persons having knowledge of the     
facts setting forth a copy of the notice of the meeting. The record shall show  
the serial numbers of the Bonds voting in favor of or against any resolution.   
The record shall be signed and verified by the affidavits of the permanent      
chairman and secretary of the meeting and one of the duplicates shall be        
delivered to the Issuer and the other to the Trustee to be preserved by the     
Trustee, the latter to have attached thereto the ballots voted at the meeting.  

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

ARTICLE 12

 SUPPLEMENTAL INDENTURES

           SECTION 12.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of the Holders of any Bonds, the Issuer, when      
authorized by a Board Resolution (a                                             

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copy of which shall be delivered to the Trustee), and the Trustee, at any time  
and from time to time, may enter into one or more indentures supplemental hereto
in form satisfactory to the Trustee or enter into any consent with respect to   
the Collateral Documents for any of the following purposes:                     

              (a) to establish the form and terms of Bonds of any series
permitted by Sections 2.1 and 2.3; or                         

                  (b) to evidence the succession of another entity to the Issuer
         and the assumption by any such successor of the covenants of the Issuer
herein contained; or                                          

             (c) to evidence the succession of a new Trustee hereunder
pursuant to Section 9.9; or                                   

          (d) 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
         Bonds, 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 Bonds to waive such an Event of
Default; or                                                   

                (e) to convey, transfer and assign to the Trustee properties
or assets to secure the Bonds, and to correct or amplify the  
      description of any property at any time subject to this Indenture or
    the Collateral Documents or to assure, convey and confirm unto the
Trustee any property subject or required to be subject to this
Indenture or the Collateral Documents; or                     

             (f) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to qualify, requalify or
continue the qualification of this Indenture (including any   
     supplemental indenture) under the Trust Indenture Act, or under any
        similar United States Federal statute hereafter enacted, and to add to
       this Indenture such other provisions as may be expressly permitted by
         the Trust Indenture Act, excluding, however, the provisions referred to
     in Section 316(a)(2) of the Trust Indenture Act as in effect at the
    date as of which this instrument was executed or any corresponding
  provision in any similar United States Federal statute hereafter
enacted; or                                                   

        (g) to permit or facilitate the issuance of Bonds in
uncertificated form; or                                       

                 (h) to change or eliminate any provision of this Indenture or
     the Collateral Documents; PROVIDED, HOWEVER, that if such change or
elimination shall adversely affect                            

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     the interests of the Holders of Bonds of any series, such change or
        elimination shall not become effective with respect to such series; or

           (i) to cure any ambiguity, to correct or supplement any
    provision in the Indenture or the Collateral Documents that may be
       defective or inconsistent with any other provision herein or therein,
      or to make any other provisions with respect to matters or questions
         arising under this Indenture or the Collateral Documents, PROVIDED such
      action shall not adversely affect the interest of the Holders of any
series in any material respect; or                            

              (j) to provide for the issuance of exchange securities, as
     contemplated by the Registration Rights Agreement, and to make such
         other changes to the Indenture or the Collateral Documents as the Board
       of Directors of the Issuer determines are necessary or appropriate in
       connection therewith, PROVIDED such action shall not adversely affect
     the interests of the Holders of Bonds of any series in any material
respect.                                                      

                SECTION 12.2 SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDERS.
With the consent of the Majority Holders of Bonds of all series then            
Outstanding, considered as one class, by Act of said Holders delivered to the   
Issuer and the Trustee, the Issuer, when authorized by a Board Resolution (a    
copy of which shall be delivered to the Trustee), may, and the Trustee, subject 
to Sections 12.3 and 12.4, shall, enter into an indenture or indentures         
supplemental hereto for the purpose of adding any mutually agreeable provisions 
to or changing in any manner or eliminating any of the provisions of, this      
Indenture; PROVIDED, HOWEVER, that if there shall be Bonds of more than one     
series Outstanding hereunder and if a proposed supplemental indenture shall     
directly affect the rights of the Holders of one or more, but less than all, of 
such series, then the consent only of the Holders of not less than a Majority in
aggregate principal amount of the Outstanding Bonds of all series so directly   
affected, considered as one class, shall be required; and PROVIDED, FURTHER,    
that no such supplemental indenture shall, without the consent of the Holder of 
each Outstanding Bond directly affected thereby,                                

          (a) change any Scheduled Payment Date, or the dates or
         circumstances of payment of premium, if any, on any Bond, or change the
         principal amount thereof or the interest thereon or any premium payable
       upon the redemption thereof, or change the place of payment where, or
        the coin or currency in which, any Bond or the premium, if any, or the
        interest thereon is payable, or impair the right to institute suit for
    the enforcement of any such payment of principal or interest on or
       after the Scheduled Payment Date for such payment (or, in the case of
 redemption, on or after the Redemption Date) or such payment of
    premium, if any, on or after the date such premium becomes due and
payable in respect of such Bonds; or                          

                  (b) except to the extent expressly permitted by this Indenture
     or any of the Collateral Documents, permit the creation of any Lien
         prior to or, except as contemplated by Section 5.9, PARI PASSU with the
         Lien of the Collateral Documents with respect to any of the Collateral,
     terminate the Lien of the Collateral Documents on any Collateral or
deprive any Holder of the security afforded by the Lien of the
Collateral Documents; or                                      

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        (c) reduce the percentage in principal amount of the
     Outstanding Bonds, the consent of whose Holders is required for any
 such supplemental indenture, or the consent of whose Holders is
       required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
for in this Indenture; or                                     

               (d) modify any of the provisions of Section 8.12 or of this
Section 12.2.                                                 

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

             Upon receipt by the Trustee of Board Resolutions and such
other documentation as the Trustee may reasonably require and upon the filing   
with the Trustee of evidence of the Act of said Holders, the Trustee shall join 
in the execution of such supplemental indenture or other instrument, as the case
may be, subject to the provisions of Sections 12.3 and 12.4.                    

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

         SECTION 12.3 EXECUTION OF SUPPLEMENTAL INDENTURES. In
executing, or accepting the additional trusts created by any Series Supplemental
Indenture or other supplemental indenture permitted by this Article 12 or the   
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 9.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such          
supplemental indenture is authorized or permitted by this Indenture and all     
conditions precedent to the execution of such supplemental indenture have been  
met. The Trustee may, but shall not be obligated to, enter into any such        
supplemental indenture which the Trustee reasonably believes would adversely    
affect the Trustee's own rights, duties or immunities under this Indenture or   
otherwise.                                                                      

            SECTION 12.4 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article 12, this Indenture   
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Bonds       
theretofore or thereafter authenticated and delivered hereunder shall be bound  
thereby.                                                                        

           SECTION 12.5 CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article 12 shall conform to the
requirements of the Trust Indenture Act as then in effect.                      

               SECTION 12.6 REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES.
Bonds authenticated and delivered after the execution of any supplemental       
indenture pursuant to this Article 12 may, and shall if required by the Issuer, 
bear a notation in form approved by the Issuer as to any matter provided for in 
such supplemental indenture; and, in such case, suitable notation               

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may be made upon Outstanding Bonds after proper presentation and demand. If the 
Issuer shall so determine, new Bonds so modified as to conform, in the opinion  
of the Issuer and the Trustee, to any such supplemental indenture may be        
prepared and executed by the Issuer and authenticated and delivered by the      
Trustee in exchange for Outstanding Bonds.                                      

ARTICLE 13

SATISFACTION AND DISCHARGE

               SECTION 13.1 SATISFACTION AND DISCHARGE OF BONDS. Except as
otherwise provided with respect to the Bonds of any series in the Series        
Supplemental Indenture relating thereto, the Bonds of such series shall, on or  
prior to the Scheduled Payment Date with respect to the final installment of    
principal thereof or the Redemption Date for such Bonds, be deemed to have been 
paid for all purposes of this Indenture, and the entire Indebtedness of the     
Issuer in respect thereof shall be deemed to have been satisfied and discharged,
upon satisfaction of the following conditions:                                  

                (a) the Issuer shall have irrevocably deposited or caused to
         be deposited with the Trustee, in trust, money in an amount which shall
         be sufficient to pay when due the principal of and premium, if any, and
         interest due and to become due on the Bonds of such series on and prior
        to the Scheduled Payment Date with respect to the final installment of
principal thereof or the Redemption Date for such Bonds;      

                  (b) if any such deposit of money shall have been made prior to
     the Scheduled Payment Date with respect to the final installment of
       principal or the Redemption Date of such Bonds, the Issuer shall have
       delivered to the Trustee a Issuer Order stating that such money shall
be held by the Trustee, in trust;                             

                 (c) in the case of redemption of Bonds, the Issuer Order with
        respect to such redemption pursuant to Article 6 shall have been given
to the Trustee; and                                           

                 (d) there shall have been delivered to the Trustee an Opinion
      of Counsel to the effect that such satisfaction and discharge of the
     Indebtedness of the Issuer with respect to the Bonds of such series
       shall not be deemed to be, or result in, a taxable event with respect
     to the Holders of such series for purposes of United States federal
    income taxation unless the Trustee shall have received documentary
       evidence that each Holder of such series either is not subject to, or
is exempt from, United States federal income taxation.        

Upon satisfaction of the aforesaid conditions with respect to the Bonds of any  
series, the Trustee shall, upon receipt of a Issuer Order, execute proper       
instruments acknowledging satisfaction and discharge of the series of Bonds.    

              In the event that Bonds which shall be deemed to have been
paid as provided in this Section 13.1 do not mature and are not to be redeemed  
within the 60-day period commencing on the date of the deposit with the Trustee 
of moneys, the Issuer shall, as promptly                                        

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as practicable, give a notice, in the same manner as a notice of redemption with
respect to such Bonds, to the Holders of such Bonds to the effect that such     
Bonds are deemed to have been paid and the circumstances thereof.               

                  Notwithstanding the satisfaction and discharge of any Bonds as
aforesaid, the obligations of the Issuer and the Trustee in respect of such     
Bonds under Sections 2.8, 2.9, 2.10 and 9.5 and this Article 13 shall survive   
such satisfaction and discharge.                                                

              SECTION 13.2 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall upon Issuer Order cease to be of further effect (except as      
hereinafter expressly provided), and the Trustee, at the expense of the Issuer, 
shall execute proper instruments acknowledging satisfaction and discharge of    
this Indenture, when:                                                           

(a) either                                  

                           (i) all Bonds theretofore authenticated and delivered
            (other than (A) Bonds which have been destroyed, lost or
              stolen and which have been replaced or paid as provided in
         Section 2.9 and (B) Bonds deemed to have been paid in
            accordance with Section 13.1) have been delivered to the
Trustee for cancellation; or                

                     (ii) all Bonds not theretofore delivered to the
                  Trustee for cancellation (other than Bonds that have been lost
               or stolen or that have been replaced or paid as provided in
                Section 2.9) shall be deemed to have been paid in accordance
with Section 13.1;                          

                (b) all other sums due and payable hereunder have been paid;
and                                                           

            (c) the Issuer has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.          

Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt  
of a Issuer Order, execute proper instruments acknowledging satisfaction and    
discharge of the Indenture and take all other action reasonably requested by the
Issuer to evidence the termination of any and all Liens created by or with      
respect to this Indenture.                                                      

          Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Issuer and the Trustee under     
Sections 2.8, 2.9, 2.10 and 9.5 and this Article 13 shall survive.              

                 Upon satisfaction and discharge of this Indenture as provided
in this Section 13.2, the Trustee shall assign, transfer and turn over to or    
upon the order of the Issuer, any and all money, securities and other property  
then held by the Trustee for the benefit of the Holders, other than money       
deposited with the Trustee pursuant to Section 13.1(a) and interest and other   
amounts earned or received thereon.                                             

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               SECTION 13.3 APPLICATION OF TRUST MONEY. Subject to Section
13.4, the money deposited with the Trustee pursuant to Section 13.1 shall not be
withdrawn or used for any purpose other than, and shall be held in trust for,   
the payment of the principal of and premium, if any, and interest on the Bonds  
or portions of principal amount thereof in respect of which such deposit was    
made.                                                                           

               SECTION 13.4 RETURN OF MONEYS HELD BY TRUSTEE AND UNCLAIMED
FOR THREE YEARS. Any moneys deposited with or paid to the Trustee for the       
payment of the principal of or interest on any Bond of any series and not       
applied but remaining unclaimed for three years after the date upon which such  
principal or interest shall have become due and payable, shall, upon the written
request of the Issuer and unless otherwise required by mandatory provisions of  
applicable escheat or abandoned or unclaimed property law, be repaid to the     
Issuer by the Trustee, and any Holder of the Bonds of such Series 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  
with respect to such moneys shall thereupon cease; PROVIDED, HOWEVER, that the  
Trustee or such paying agent, before being required to make any such repayment  
with respect to moneys deposited with it for any payment shall, at the expense  
of the Issuer cause to be published once, in an Authorized Newspaper in the     
Borough of Manhattan, The City of New York, notice that such moneys remain and  
that, after a date specified therein, which shall not be less than 30 days from 
the date of such publication, any unclaimed balance of such moneys then         
remaining will be repaid to the Issuer.                                         

ARTICLE 14

DEFEASANCE

SECTION 14.1  DEFEASANCE.                   

               (a) Subject to Sections 14.1(b) and 14.2, the Issuer at any
time may terminate (i) all its obligations under this Indenture, the Bonds and  
the Collateral Documents (a "LEGAL DEFEASANCE") or (ii) any of its covenants,   
other than its obligation to make payments on the Bonds pursuant to Section 2.10
and 5.1 (a "COVENANT DEFEASANCE"). With respect to any Covenant Defeasance,     
except as specified in clause (ii) of the preceding sentence, the remainder of  
this Indenture and the Bonds, shall be unaffected thereby. The Issuer may       
exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant    
Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may
not be accelerated due to an Event of Default. Upon satisfaction of the         
conditions set forth herein and on demand of the Issuer, the Trustee (x) shall  
acknowledge in writing the discharge of the obligations terminated by the       
Issuer, (y) shall execute documents and deliver such instruments in writing as  
shall be required to reconvey, release, assign and deliver to the Issuer any and
all of the Trustee's interest in the Collateral, the right, title and interest  
in and to any and all rights conveyed, assigned or pledged to the Trustee or    
otherwise subject to this Indenture, except amounts required to be paid to the  
Trustee under this Indenture for payment of the Bonds, and (z) shall turn over  
to the Issuer or to any such person, body or authority as may be entitled to    
receive the same all balances then held by it hereunder. Covenant Defeasance, as
effected hereby, means that the Issuer may omit to                              

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comply with and shall have no liability in respect of any term, condition or    
limitation set forth under any of the covenants in this Indenture except as set 
forth hereinabove, whether directly or indirectly by reason of any reference    
elsewhere herein to any such covenant or Section or to any other provision      
herein or in any other document.                                                

                 (b) Notwithstanding Section 14.1(a) above, the obligations of
the Issuer pursuant to Sections 2.8, 2.9, Section 2.10 and 9.5 shall survive    
until the Bonds have been paid in full. Thereafter, the obligations of the      
Issuer pursuant to Section 9.5 shall survive.                                   

           SECTION 14.2 CONDITIONS TO DEFEASANCE. Either the Legal
Defeasance or the Covenant Defeasance may be exercised only if:                 

                 (a) The Issuer shall have irrevocably deposited in trust with
         the Trustee (i) cash in an amount which, when added to any other moneys
         held by the Trustee and available for such payment, could be sufficient
         to pay (A) the principal of, and any premium and interest on, all Bonds
        issued hereunder and under any Series Supplemental Indenture when due,
        whether on any Scheduled Payment Date or upon redemption or otherwise,
and (B) all other sums payable hereunder and under any Series 
     Supplemental Indenture, (ii) non-callable direct obligations of, or
         obligations guaranteed by, the United States, maturing on or before the
     date or dates when the payments specified in clause (i) above shall
     become due, the principal amount of which and the interest thereon,
        when due, is or will be, in the aggregate, sufficient to make all such
         payments, (iii) securities evidencing ownership interest in obligations
    or in specified portions thereof (which shall consist of specified
      portions of the principal of or interest on such obligations) of the
         character described in clause (ii), sufficient to make all the payments
         specified in clause (i) above, or (iv) any combination of such cash and
        such obligations (the "OBLIGATIONS") specified in (ii) or (iii) above,
      the aggregate amount of which and interest thereon, when due, are or
     will be sufficient to make all the payments specified in clause (i)
above, and such deposit shall not cause the Trustee to have a 
      conflicting interest as defined in and for the purposes of the Trust
Indenture Act;                                                

        (b) The Issuer shall have delivered to the Trustee a
certificate from a nationally recognized firm of independent  
         accountants expressing their opinion that the deposited cash and/or the
        Obligations without any reinvestment thereof will provide cash at such
      times and in such amounts as will be sufficient to pay principal of,
  and any premium and interest on, all Outstanding Bonds when due,
        whether on any Scheduled Payment Date or upon redemption or otherwise;

                 (c) The Issuer shall have delivered to the Trustee an Opinion
        of Counsel to the effect that (i) all preference periods applicable to
    the defeasance trust have expired under any applicable bankruptcy,
        insolvency, reorganization or similar laws affecting creditors' rights
      generally, (ii) the defeasance trust resulting from the deposit does
    not constitute, or is qualified as, a regulated investment company
     under the Investment Company Act of 1940, as amended, and (iii) the
       Holders shall have a perfected security interest under applicable law
in the Obligations so deposited with customary assumptions and
qualifications;                                               

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                 (d) No Default or Event of Default shall have occurred and be
        continuing on the date of such deposit or insofar as Events of Default
        from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 123rd day after the date of deposit;     

                 (e) Such Legal Defeasance or Covenant Defeasance, as the case
      may be, shall not result in a breach or violation of or constitute a
  Default under this Indenture, or any other material agreement or
     instrument to which the Issuer is a party or by which the Issuer is
bound;                                                        

                (f) In the case of a Legal Defeasance, the Issuer shall have
        delivered to the Trustee an Opinion of Counsel confirming that (i) the
        Issuer has received from, or there has been published by, the Internal
         Revenue Service a ruling or (ii) since the date of this Indenture there
      has been a change in the applicable United States Federal income tax
        law, in either case to the effect that, and based thereon such Opinion
       of Counsel shall confirm that, the Holders will not recognize income,
        gain or loss for United States Federal income tax purposes as a result
       of such Legal Defeasance and will be subject to United States Federal
    income tax on the same amounts, in the same manner and at the same
    times as could have been the case if such Legal Defeasance had not
occurred;                                                     

              (g) In the case of a Covenant Defeasance, the Issuer shall
have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders will not
     recognize income, gain or loss for United States Federal income tax
         purposes as a result of such Covenant Defeasance and will be subject to
   United States Federal income tax on the same amounts, in the same
  manner and at the same times as could have been the case if such
Covenant Defeasance had not occurred; and                     

         (h) The Issuer shall have delivered to the Trustee an
     Officer's Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the Legal
      Defeasance or the Covenant Defeasance, as the case may be, have been
complied with.                                                

                 Neither the Obligations nor moneys deposited with the Trustee
pursuant to this section shall be substituted, withdrawn, reinvested or used for
any purpose other than, and shall be segregated and held in trust for the       
payment of the principal of, and premium, if any and interest on, the Bonds;    
PROVIDED that any moneys deposited with or paid to the Trustee for the payment  
of principal or interest on the Bonds and not applied but remaining unclaimed   
for three years after the date upon which such principal or interest shall have 
become due and payable, shall be applied in accordance with Section 13.4.       

ARTICLE 15

 POSSESSION, USE AND RELEASES OF PROPERTY; WITHDRAWAL OF TRUST MONEYS.

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              SECTION 15.1. POSSESSION AND USE OF PROPERTY; DISPOSITIONS
WITHOUT RELEASE. Subject to other applicable provisions of this Indenture and   
any Supplemental Indenture, and so long as no Event of Default exists, the      
Issuer shall be entitled, except as herein otherwise expressly provided, (i) to 
possess, use and enjoy the Collateral, except money and securities which are    
expressly required to be deposited with the Trustee; and (ii) to receive, use   
and dispose of the tolls, rents, revenues, issues, income, products and profits 
of the Collateral, and to exercise any and all rights under and with respect to 
the Collateral and to enforce the performance hereof. Subject to other          
applicable provisions of this Indenture and any Supplemental Indenture, and so  
long as no Event of Default exists, the Issuer shall have the right, at any time
and from time to time, without any release from or consent by the Trustee,      

        (a) to sell or dispose of, free from the Lien of the
Collateral Documents, any part of the Collateral consisting of
         inventory, or consisting of machinery, equipment, furniture, apparatus,
       tools or implements, materials or supplies, structures or portions or
    components thereof or other similar Property which may have become
      obsolete or unfit for use or which is no longer useful, necessary or
 profitable in the conduct of the business of the Issuer, and no
   purchaser of any such Property shall be bound to inquire into any
         question affecting the right of the Issuer to sell or otherwise dispose
of the same free from the Lien of the Collateral Documents;   

                (b) to modify, amend, supplement, cancel, release or replace
        any leases, rights of way, agreements or contracts subject to the Lien
     of the Collateral Documents; provided that any modified, amended or
  substituted leases, rights of way, agreements or contracts shall
         forthwith become subject to the Lien of the Collateral Documents to the
same extent as those previously existing;                     

                  (c) in compliance with Section 5.3, to surrender or modify any
        franchise, license or permit which it may own or under which it may be
operating;                                                    

                  (d) to alter, repair, replace, change the location or position
       of and add to its structures, machinery, equipment and other fixtures
       and appurtenances; provided, however, that no change shall be made in
         the location of any such Property subject to the Lien of the Collateral
        Documents which removes such Property into a jurisdiction in which the
      Collateral Documents, or appropriate certificates or statements with
       respect thereto, have not been recorded or filed in the manner and to
   the extent required by law to preserve the Lien of the Collateral
Documents on such Property;                                   

                  (e) to grant rights of way and easements over or in respect of
 any Property owned by the Issuer and subject to the Lien of the
         Collateral Documents, provided that such grant will not have a Material
Adverse Effect; and/or                                        

                  (f) to cut and remove, and to permit others to cut and remove,
      trees or timber, and to take and permit others to take sand, gravel,
   rock or earth from any land subject to the Lien of the Collateral
Documents.                                                    

             The Trustee shall, from time to time, execute any written
instrument to confirm any action taken by the Issuer under this Section, upon   
receipt by the Trustee of a request for the                                     

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same, together with an Officers' Certificate stating that the action so to be   
confirmed was duly taken in conformity with a designated provision of this      
Section, and an Opinion of Counsel stating that said action was duly taken by   
the Issuer in conformity with said provision and that the execution of such     
written instrument is appropriate to confirm such action under this Section.    

            SECTION 15.2. RELEASES. The Issuer shall have the right,
subject to other applicable provisions of this Indenture and any Supplemental   
Indenture, at any time and from time to time, to sell or dispose of any part of 
the Collateral (except cash and other personal Property held by, or required to 
be deposited or pledged with, the Trustee hereunder and except contracts and    
contract rights which are subject to the Lien of the Collateral Documents) or to
incur purchase money Indebtedness, and the Trustee shall, from time to time,    
release Property so sold or disposed of or subject to purchase money            
Indebtedness from the Lien of the Collateral Documents, but only upon receipt by
and deposit with the Trustee of the following:                                  

            (a) a resolution of the Board of Directors of the Issuer
     requesting such release and describing the Property to be released;

                  (b) an Officers' Certificate dated not more than 30 days prior
     to the application for such release, and unless one of the officers
         signing the same is an engineer, appraiser or other expert and shall so
       state, signed also by an engineer, appraiser or other expert, setting
forth in substance as follows:                                

                    (1) that the Issuer has sold or disposed of or
                  proposes to sell or dispose of the Property so requested to be
released;                                   

(2) either                

                                  (A) that the Property to be released is no
                     longer necessary in the conduct of the Issuer's
                           business or other Property acquired or to be acquired
                       in substitution therefor is as well suited to the
        needs of the Issuer's business; or

                                  (B) that such sale or disposition has been
                or is to be made in lieu and in reasonable
                        anticipation of the taking of such Property by the
                        exercise of a power of eminent domain or a similar
right or power; or        

                                    (C) that such sale has been or is to be made
                   in connection with a transaction permitted by
                           Sections 5.9 and 5.11 or another applicable provision
                    of this Indenture or a Supplemental Indenture;

(3) whether               

                                  (A) the aggregate of the fair value of the
                       Property to be released and the fair value of all
                           other Property released since the commencement of the
                         then current calendar year (as previously certified
                     to the Trustee) is 10% or more of the aggregate
               principal amount of all Bonds at the time
Outstanding, and whether  

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                                (B) the fair value of the Property to be
                         released is at least $25,000 and at least 1% of the
                         aggregate principal amount of all Bonds at the time
Outstanding,              

                        and, if the conditions described in both preceding
                          clauses (A) and (B) are present, that an independent
                           engineer's, appraiser's or other expert's certificate
                         as to the fair value of the Property to be released
                    will be furnished under subsection (c) of this
Section;                  

                           (4) the fair value at the date of the certificate, in
                  the opinion of the engineer, appraiser or other expert, of the
                  Property to be released; except that it shall not be necessary
             under this clause to state the fair value of any Property
               whose fair value is certified in an independent engineer's,
              appraiser's or other expert's certificate under subsection
(c);                                        

                         (5) whether an Event of Default has occurred and is
                 continuing and, if so, describing the nature of such Event of
Default; and                                

                         (6) that no Material Adverse Effect with respect to
                the Issuer could be reasonably expected to occur as a result
of the release of the Property;             

                           (7) that, in the opinion of the signers, the proposed
             release will not impair the security under the Collateral
         Documents in contravention of the provisions thereof;

                (c) in case it shall be stated pursuant to clause (3) of the
 foregoing subsection (b) that the certificate of an independent
  engineer, appraiser or other expert will be furnished under this
        subsection, such certificate, dated not more than 30 days prior to the
application for such release, stating the fair value, in said 
       engineer's, appraiser's or other expert's opinion, of the Property to
      be released, and stating also that, in the opinion of said engineer,
    appraiser or other expert the proposed release will not impair the
 security under the Collateral Documents in contravention of the
provisions thereof; and                                       

                (d) an Opinion of Counsel stating that the instruments which
    have been or are therewith delivered to the Trustee conform to the
         requirements of the Collateral Documents and this Section 15.2 and that
        the Property in question may be lawfully released from the Lien of the
Collateral Documents.                                         

                Notwithstanding the foregoing provisions, motor vehicles may
        be released from the lien of the Security Agreement in accordance with
the provisions set forth therein.                             

                 SECTION 15.3. PURCHASER PROTECTED. No purchaser in good faith
of Property purporting to be released herefrom or from the Collateral Documents 
shall be bound to ascertain the authority of the Trustee to execute the release 
or to inquire as to the existence of any conditions herein prescribed for the   
exercise of such authority; nor shall any purchaser or grantee of any Property  
or rights permitted by this Article to be sold, granted or otherwise disposed of
by the Issuer, be under any obligation to ascertain or inquire into the         
authority of the Issuer to make                                                 

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any such sale, grant or other disposition. Any release executed by the Trustee  
under this Article shall be sufficient for the purposes of this Indenture and   
shall constitute a good and valid release of the Property therein described from
the Lien hereof.                                                                

                SECTION 15.4. "TRUST MONEYS". Any release of any item of the
Collateral in accordance with the foregoing provisions of this Article 15 shall 
also be deemed to be a release of the proceeds of such Collateral unless such   
proceeds are required to be deposited with the Trustee in accordance with any   
other provisions hereof or of any Collateral Document. All moneys (except moneys
deposited by the Issuer in satisfaction of any interest payment obligation or   
sinking fund, mandatory redemption or analogous obligation with respect to      
payment of principal) if any, required to be paid to the Trustee the disposition
of which is not elsewhere herein or in the Collateral Documents otherwise       
specifically provided for (all such moneys being herein sometimes called "Trust 
Moneys") shall be held by the Trustee as a part of the Collateral, may be       
withdrawn by the Issuer, and shall be paid or applied by the Trustee, from time 
to time as provided in Sections 15.5 through 15.7, Article 8 and the Collateral 
Documents.                                                                      

             SECTION 15.5. POWERS EXERCISABLE NOTWITHSTANDING EVENT OF
DEFAULT. In case an Event of Default shall have occurred and be continuing, the 
Trustee shall not be required to grant any release or take any other action     
under any of the sections of this Article except with the consent of the        
Majority Holders.                                                               

               SECTION 15.6. POWERS EXERCISABLE BY TRUSTEE OR RECEIVER. In
case the Collateral (other than cash and other personal Property held by, or    
required to be deposited or pledged with, the Trustee hereunder) shall be in the
possession of a receiver or trustee lawfully appointed, the powers in this      
Article conferred upon the Issuer with respect to releases and the withdrawal or
application of Trust Moneys may be exercised by such receiver or trustee, in    
which case a written request or order signed by said receiver or trustee shall  
be deemed the equivalent of any resolution of the Board of Directors of the     
Issuer required by this Article, and a certificate signed by such receiver or   
trustee shall be deemed the equivalent of any required Officers' Certificate. If
the Trustee shall be in possession of the Collateral under any provision of this
Indenture, such powers may be exercised by the Trustee in the discretion of the 
Trustee.                                                                        

                 SECTION 15.7. INVESTMENT OF MONEYS. Any Trust Moneys shall be
invested or reinvested in Permitted Investments at the written direction of an  
Authorized Representative of the Issuer to the Trustee; PROVIDED, HOWEVER, that 
the Trustee shall not cause investment of such monies at any time when the      
maturity of any of the Bonds has been accelerated and PROVIDED, FURTHER, that at
any time after the occurrence and during the continuance of an Event of Default,
the Trustee may, but is not obligated to, (and, if instructed in writing by the 
Majority Holders of Outstanding Bonds of all series shall) in its (or their)    
discretion at any time and from time to time elect to liquidate any such        
Permitted Investments (in an amount necessary to cure such Event of Default) and
apply or cause to be applied the proceeds thereof to the payment of the         
principal of and interest on the Bonds in the manner specified in Section 5.09  
of the Security Agreement and/or Section 4.02 of each Mortgage. Such investments
shall mature in such amounts and have maturity dates or be subject to redemption
at the option of the holder thereof on or prior to maturity as needed for the   
purposes of such funds. Any profit realized from investments of Trust Moneys    
shall be held and applied as additional Trust Moneys. In no event shall the     
Trustee be liable for the selection of Permitted Investments or for investment  
losses incurred thereon. The                                                    

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Trustee shall not have liability in respect of losses incurred as a result of   
the liquidation of any Permitted Investment prior to its stated maturity or the 
failure of the Issuer to provide timely written investment direction, except to 
the extent such losses were due to the gross negligence or bad faith on the part
of the Trustee. The Trustee shall not have any obligation to invest or reinvest 
any amounts held hereunder in the absence of written investment direction.      

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ARTICLE 16

 LIMITATION ON LIABILITY

                  SECTION 16.1 LIMITATION ON LIABILITY. Notwithstanding anything
to the contrary contained in this Indenture or the Bonds or the Collateral      
Documents, the liability and obligation of the Issuer to perform and observe and
make good the obligations contained in this Indenture and the Bonds and the     
Collateral Documents and to pay the Indebtedness issued hereunder in accordance 
with the provisions of this Indenture and the Bonds (such liability and         
obligation being herein referred to as the "ISSUER'S OBLIGATIONS"), or any part 
thereof, or any claim based thereon or otherwise in respect thereof shall not   
(except as expressly provided in the last paragraph of this Section 16.1) be    
enforced by any action or proceeding wherein damages or any money judgment or   
any deficiency judgment or any judgment establishing any personal obligation or 
liability shall be sought, collected or otherwise obtained against any          
Shareholder, any parent of a Shareholder or any past, present or future partner,
officer, director, shareholder, incorporator, Affiliate or related Person of any
Shareholder or the Issuer (each such Shareholder, parent of a Shareholder and   
past, present or future partner, officer, director or shareholder, incorporator,
Affiliate or related Person being herein referred to as a "RELATED PERSON"), and
(except as expressly provided in the last paragraph of this Section 16.1) each  
of the Trustee, the Holders and any Person acting on behalf of the Trustee or   
the Holders, for itself and its successors and assigns, irrevocably waives any  
and all right to sue for, seek or demand any such damages, money judgment,      
deficiency judgment or personal judgment against any Related Person under or by 
reason of or in connection with the Issuer's Obligations, or any part thereof,  
or any claim based thereon or otherwise in respect thereof and (except as       
expressly provided in the last paragraph of this Section 16.1) agrees to look   
solely to the Issuer and Collateral held under or in connection with the        
Collateral Documents for the enforcement of the Issuer's Obligations.           

                 Nothing contained in this Section 16.1 shall be construed (i)
as preventing the Trustee, the Holders and any Person acting on behalf of the   
Trustee or the Holders from naming the Issuer or a Related Person in any action 
or proceeding brought by the Trustee, the Holders and any Person acting on      
behalf of the Trustee or the Holders to enforce and to realize upon or the      
Collateral purported to be provided by such Related Persons under or in         
connection with the Collateral Documents so long as no judgment, order, decree  
or other relief in the nature of a personal or deficiency judgment or otherwise 
establishing any personal obligation under or by reason of or in connection with
the Issuer's Obligations, or any part thereof, or any claim based thereon or    
otherwise in respect thereof shall be asked for, taken, entered or enforced     
against any Related Person, in any such action or proceeding, (ii) as modifying,
qualifying or affecting in any manner whatsoever the Lien and security interests
created by this Indenture and the Collateral Documents and the other Transaction
Documents or the enforcement thereof by the Holders or the Trustee or any Person
acting on behalf of the Holders or the Trustee, (iii) as modifying, qualifying  
or affecting in any manner whatsoever the personal recourse undertakings,       
obligations and liabilities of any Person (including, without limitation, any   
Related Person) under any capital contribution agreement, any guaranty of       
payment, completion guaranty or any guaranty or indemnification agreement now or
hereafter executed and delivered to the Trustee, the Holders or any Person      
acting on behalf of the Trustee or the Holders in connection with the           
transactions contemplated by this Indenture or (iv) as modifying, qualifying or 
affecting in any manner                                                         

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whatsoever the personal recourse liability of any Related Person, or any other  
Person for fraud or willful misrepresentation or any wrongful misappropriation  
or diversion of any portion of the Collateral.                                  

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                 IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed by their respective officers thereunto duly authorized as of   
the day and year first above written.                                           

                                    NORTHEAST GENERATION COMPANY

                               By: /s/ Bruce D. Kenyon
                                         ---------------------------
                                   Name: Bruce D. Kenyon
                              Title: President

                            THE BANK OF NEW YORK
                            as Trustee

                               By: /s/ Geovanni Barris
                                         ---------------------------
                                   Name: Geovanni Barris
                                   Title: Vice President

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Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		12/31/05		35		41			None on these Dates
Filed on:		12/6/01
		10/18/01		1		18
		10/12/01		17
		12/27/99		12
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