<Page>

                                                                EXHIBIT 10(a)(1)

THIS INSTRUMENT, WHEN RECORDED,
SHOULD BE RETURNED TO:
Orrick, Herrington & Sutcliffe LLP
3050 K Street, N.W.
Washington, D.C.  20007
Attn: Kyle W. Drefke, Esq.



         THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC UTILITY

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


                              INDENTURE OF MORTGAGE
                                AND DEED OF TRUST

                                       OF

                                  AQUILA, INC.

                                       TO

                          BANK ONE TRUST COMPANY, N.A.,

                                     TRUSTEE

                                   ----------


                            DATED AS OF APRIL 1, 2003

                                   ----------


                             GENERAL MORTGAGE BONDS

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

           THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS


Notwithstanding anything to the contrary set forth in this Indenture of Mortgage
and Deed of Trust, the maximum indebtedness which may be secured by the lien
hereof is $430,000,000.

<Page>

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                      SECTIONS 310 THROUGH 318, INCLUSIVE,
                 OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED:

<Table>
<Caption>
Trust Indenture Act Section ..............................................................Indenture Section(s)
---------------------------                                                               --------------------
<S>                                                                                  <C>
Section 310(a)(1)........................................................................................10.09
(a)(2)...................................................................................................10.09
(a)(3)............................................................................................10.14(c)(ii)
(a)(4)..........................................................................................Not Applicable
(b)...............................................................................................10.08, 10.10
Section 311(a)...........................................................................................10.13
(b)......................................................................................................10.13
(c).............................................................................................Not Applicable
Section 312(a)....................................................................................11.01, 11.02
(b)......................................................................................................11.02
(c)......................................................................................................11.02
Section 313(a)...........................................................................................11.03
(b)......................................................................................................11.03
(c)......................................................................................................11.03
(d)......................................................................................................11.03
Section 314(a).....................................................................................6.10, 11.04
(b).......................................................................................................6.08
(c)(1)....................................................................................................1.05
(c)(2)....................................................................................................1.05
(c)(3)....................................................................................................1.05
(d)..................................................................................4.02, 6.07(b), 7.03, 7.08
(e).......................................................................................................1.05
Section 315(a)....................................................................................10.01, 10.03
(b)......................................................................................................10.02
(c)......................................................................................................10.01
(d)......................................................................................................10.01
(e).......................................................................................................9.18
Section 316(a)......................................................................................9.16, 9.17
(a)(1)(A).................................................................................................9.16
(a)(1)(B).................................................................................................9.17
(a)(2)..........................................................................................Not Applicable
(b).......................................................................................................9.12
(c).......................................................................................................1.06
Section 317(a)(1).........................................................................................9.06
(a)(2)....................................................................................................9.09
(b).......................................................................................................6.03
Section 318(a)............................................................................................1.09
</Table>

NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
PART OF THE INDENTURE.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                    <C>
ARTICLE I      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..................................5

    Section 1.01.     General Definitions...............................................................5

    Section 1.02.     Funded Property; Funded Cash.....................................................18

    Section 1.03.     Property Additions; Cost.........................................................19

    Section 1.04.     Compliance Certificates and Opinions.............................................22

    Section 1.05.     Content and Form of Documents Delivered to Trustee...............................22

    Section 1.06.     Acts of Holders; Record Dates....................................................24

    Section 1.07.     Notices, Etc., to Trustee and Company............................................26

    Section 1.08.     Notice to Holders; Waiver........................................................27

    Section 1.09.     Conflict with Trust Indenture Act................................................27

    Section 1.10.     Effect of Headings and Table of Contents.........................................27

    Section 1.11.     Successors and Assigns...........................................................27

    Section 1.12.     Separability Clause..............................................................27

    Section 1.13.     Benefits of Indenture............................................................27

    Section 1.14.     Governing Law....................................................................27

    Section 1.15.     Legal Holidays...................................................................28

    Section 1.16.     Investment of Cash Held by Trustees..............................................28

ARTICLE II     SECURITY FORMS..........................................................................29

    Section 2.01.     Forms Generally..................................................................29

    Section 2.02.     Form of Trustee's Certificate of Authentication..................................29

ARTICLE III    THE SECURITIES..........................................................................29

    Section 3.01.     Amount Unlimited; Issuable in Series.............................................29

    Section 3.02.     Denominations....................................................................33

    Section 3.03.     Execution, Authentication, Delivery and Dating...................................34

    Section 3.04.     Temporary Securities.............................................................34

    Section 3.05.     Registration, Registration of Transfer and Exchange..............................35

    Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities.................................36

    Section 3.07.     Payment of Interest; Interest Rights Preserved...................................37

    Section 3.08.     Persons Deemed Owners............................................................39

    Section 3.09.     Cancellation.....................................................................39
</Table>

                                       -i-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                    <C>
    Section 3.10.     Computation of Interest..........................................................39

    Section 3.11.     CUSIP Numbers....................................................................39

ARTICLE IV     ISSUANCE OF SECURITIES..................................................................40

    Section 4.01.     General..........................................................................40

    Section 4.02.     Issuance of Securities on the Basis of Property Additions........................42

    Section 4.03.     Issuance of Securities on the Basis of Retired Securities........................45

    Section 4.04.     Issuance of Securities on the Basis of Deposit of Cash...........................45

ARTICLE V      REDEMPTION OF SECURITIES................................................................46

    Section 5.01.     Applicability of Article.........................................................46

    Section 5.02.     Election to Redeem; Notice to Trustee............................................46

    Section 5.03.     Selection by Trustee of Securities to Be Redeemed................................46

    Section 5.04.     Notice of Redemption.............................................................47

    Section 5.05.     Deposit of Redemption Price......................................................48

    Section 5.06.     Securities Payable on Redemption Date............................................48

    Section 5.07.     Securities Redeemed in Part......................................................49

ARTICLE VI     COVENANTS...............................................................................49

    Section 6.01.     Payment of Securities; Lawful Possession; Maintenance of Lien....................49

    Section 6.02.     Maintenance of Office or Agency..................................................49

    Section 6.03.     Money for Securities Payments to Be Held in Trust................................50

    Section 6.04.     Existence........................................................................51

    Section 6.05.     Maintenance of Properties........................................................51

    Section 6.06.     Payment of Taxes; Discharge of Liens.............................................52

    Section 6.07.     Insurance........................................................................52

    Section 6.08.     Recording, Filing, etc...........................................................55

    Section 6.09.     Waiver of Certain Covenants......................................................56

    Section 6.10.     Annual Officer's Certificate as to Compliance....................................57

ARTICLE VII    POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY.......................................57

    Section 7.01.     Quiet Enjoyment..................................................................57

    Section 7.02.     Dispositions without Release.....................................................57
</Table>

                                      -ii-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                    <C>
    Section 7.03.     Release of Mortgaged Property....................................................58

    Section 7.04.     Release of Minor Properties......................................................62

    Section 7.05.     Withdrawal or Other Application of Funded Cash; Purchase Money Obligations.......62

    Section 7.06.     Release of Property Taken by Eminent Domain, etc.................................65

    Section 7.07.     Disclaimer or Quitclaim..........................................................66

    Section 7.08.     Miscellaneous....................................................................66

ARTICLE VIII   SATISFACTION AND DISCHARGE..............................................................67

    Section 8.01.     Satisfaction and Discharge of Securities.........................................67

    Section 8.02.     Satisfaction and Discharge of Indenture..........................................70

    Section 8.03.     Application of Trust Money.......................................................71

ARTICLE IX     EVENTS OF DEFAULT; REMEDIES.............................................................71

    Section 9.01.     Events of Default................................................................71

    Section 9.02.     Acceleration of Maturity; Rescission and Annulment...............................73

    Section 9.03.     Entry Upon Mortgaged Property....................................................74

    Section 9.04.     Power of Sale; Suits for Enforcement.............................................75

    Section 9.05.     Incidents of Sale................................................................75

    Section 9.06.     Collection of Indebtedness and Suits for Enforcement by Trustee..................76

    Section 9.07.     Application of Money Collected...................................................77

    Section 9.08.     Receiver.........................................................................78

    Section 9.09.     Trustee May File Proofs of Claim.................................................78

    Section 9.10.     Trustee May Enforce Claims Without Possession of Securities......................78

    Section 9.11.     Limitation on Suits..............................................................78

    Section 9.12.     Unconditional Right of Holders to Receive Principal, Premium and Interest........79

    Section 9.13.     Restoration of Rights and Remedies...............................................79

    Section 9.14.     Rights and Remedies Cumulative...................................................79

    Section 9.15.     Delay or Omission Not Waiver.....................................................80

    Section 9.16.     Control by Holders...............................................................80

    Section 9.17.     Waiver of Past Defaults..........................................................80

    Section 9.18.     Undertaking for Costs............................................................81
</Table>

                                      -iii-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                    <C>
    Section 9.19.     Waiver of Appraisement, Usury, Stay and Other Laws...............................81

ARTICLE X      THE TRUSTEE.............................................................................81

    Section 10.01.    Certain Duties and Responsibilities..............................................81

    Section 10.02.    Notice of Defaults...............................................................82

    Section 10.03.    Certain Rights of Trustee........................................................82

    Section 10.04.    Not Responsible for Recitals or Issuance of Securities or Application of
                      Proceeds.........................................................................84

    Section 10.05.    May Hold Securities..............................................................84

    Section 10.06.    Money Held in Trust..............................................................85

    Section 10.07.    Compensation and Reimbursement...................................................85

    Section 10.08.    Conflicting Interests............................................................85

    Section 10.09.    Corporate Trustee Required; Eligibility..........................................85

    Section 10.10.    Resignation and Removal; Appointment of Successor................................86

    Section 10.11.    Acceptance of Appointment by Successor...........................................87

    Section 10.12.    Merger, Conversion, Consolidation or Succession to Business......................87

    Section 10.13.    Preferential Collection of Claims Against Company................................88

    Section 10.14.    Co-trustees and Separate Trustees................................................88

    Section 10.15.    Appointment of Authenticating Agent..............................................89

ARTICLE XI     LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY........................................91

    Section 11.01.    Company to Furnish Trustee Names and Addresses of Holders........................91

    Section 11.02.    Preservation of Information; Communications to Holders...........................91

    Section 11.03.    Reports by Trustee...............................................................91

    Section 11.04.    Reports by Company...............................................................92

ARTICLE XII    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE....................................92

    Section 12.01.    Company May Consolidate, Etc., Only on Certain Terms.............................92

    Section 12.02.    Successor Corporation Substituted................................................93

    Section 12.03.    Extent of Lien Hereof on Property of Successor Corporation.......................94

    Section 12.04.    Release of Company upon Conveyance or Other Transfer.............................94

    Section 12.05.    Merger into Company; Extent of Lien Hereof.......................................94
</Table>

                                      -iv-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                   <C>
ARTICLE XIII   SUPPLEMENTAL INDENTURES.................................................................94

    Section 13.01.    Supplemental Indentures Without Consent of Holders...............................94

    Section 13.02.    Supplemental Indentures With Consent of Holders..................................96

    Section 13.03.    Execution of Supplemental Indentures.............................................98

    Section 13.04.    Effect of Supplemental Indentures................................................98

    Section 13.05.    Conformity with Trust Indenture Act..............................................98

    Section 13.06.    Reference in Securities to Supplemental Indentures...............................98

    Section 13.07.    Modification Without Supplemental Indenture......................................98

ARTICLE XIV    MEETINGS OF HOLDERS; ACTION WITHOUT MEETING.............................................99

    Section 14.01.    Purposes for Which Meetings May Be Called........................................99

    Section 14.02.    Call, Notice and Place of Meetings...............................................99

    Section 14.03.    Persons Entitled to Vote at Meetings............................................100

    Section 14.04.    Quorum; Action..................................................................100

    Section 14.05.    Attendance at Meetings; Determination of Voting Rights1 Conduct and
                      Adjournment of Meetings.........................................................101

    Section 14.06.    Counting Votes and Recording Action of Meetings.................................101

    Section 14.07.    Action Without Meeting..........................................................102

ARTICLE XV     MISCELLANEOUS..........................................................................102

    Section 15.01.    Exemption from Individual Liability.............................................102

    Section 15.02.    Counterparts....................................................................102

EXHIBIT A - Description of Property
</Table>

                                       -v-
<Page>

     This INDENTURE OF MORTGAGE AND DEED OF TRUST (this "INDENTURE"), dated as
of April 1, 2003, between AQUILA, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "COMPANY"), having its
principal office at 20 West Ninth Street, Kansas City, Missouri 64105, and BANK
ONE TRUST COMPANY, N.A., a national banking association having an office at 1
Bank One Plaza, Suite IL 1-0823, Chicago, Illinois 60670-0823, as trustee (the
"TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture, as originally executed and delivered, to provide for the issuance
from time to time of its bonds, notes or other evidences of indebtedness (the
"SECURITIES"), to be issued in one or more series as contemplated herein, and to
mortgage and pledge the property hereinafter described to secure the payment of
the principal of and premium, if any, and interest, if any, on the Securities;
and all acts necessary to make this Indenture a valid agreement of the Company,
in accordance with its terms, have been performed. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, capitalized terms used herein shall have the meanings
assigned to them in Article I of this Indenture.

                                GRANTING CLAUSES

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, in consideration of the
premises and One Dollar ($1.00) paid to the Company by the Trustee, and in order
to secure the payment of the principal of and premium, if any, and interest, if
any, on all Securities from time to time Outstanding and the performance of the
covenants therein and herein contained and to declare the terms and conditions
on which such Securities are secured, the Company hereby grants, bargains,
sells, conveys, assigns, transfers, mortgages, warrants, pledges, sets over and
confirms to the Trustee, and grants to the Trustee a security interest in, the
following (subject, however, to the terms and conditions set forth in this
Indenture):

                              GRANTING CLAUSE FIRST

     All right, title and interest of the Company, as of the date of the
execution and delivery of this Indenture, as originally executed and delivered,
in and to all property, real, personal and mixed located in a Subject
Jurisdiction (other than Excepted Property which is expressly excepted and
excluded from the Lien of this Indenture), including: (a) all real property
owned in fee, easements, and all other interests in real property located in a
Subject Jurisdiction, including the property and assets which are specifically
described in or referred to in Exhibit A attached hereto and incorporated herein
by this reference, and all licenses, permits to use the real property of others,
franchises to use public roads, streets and other public properties, rights of
way and other rights or interests relating to the occupancy or use of real
property; (b) all facilities, machinery, equipment and fixtures located in a
Subject Jurisdiction for the generation, transmission and distribution of
electric energy, including all plants, powerhouses, dams, diversion works,
generators, turbines, engines, boilers, fuel handling and transportation
facilities, air and water pollution control and sewage and solid waste disposal
facilities, switchyards, towers, substations, transformers, poles, lines,
cables, conduits, ducts, conductors, meters, regulators and all other tangible
personal property located in a Subject Jurisdiction used or to be

                                        1
<Page>

used for any or all of such purposes; (c) all gas generating plants, gas storage
plants, gas manufacturing plants, gas rights, wells, gas works, stations and
substations, transmission pipelines, storage facilities, holders, tanks,
retorts, purifiers, odorizers, scrubbers, compressors, valves, regulators,
pumps, mains, pipes, service pipes, appliances, facilities, machinery, fixtures,
engines, boilers, benches, conduits, ducts, fittings and connections, services,
meters, gathering, tap or other pipe lines, facilities, equipment, apparatus or
any other tangible personal property used or to be used for the production,
gathering, manufacture, transmission, storage, purification or distribution of
natural gas, in each case, located in a Subject Jurisdiction; (d) all buildings,
offices, warehouses, structures or improvements located in a Subject
Jurisdiction in addition to those referred to or otherwise included in clauses
(a), (b) and (c) above; (e) all of the foregoing property included in clauses
(b), (c) and (d) above in the process of construction; and (f) the certificates,
franchises, grants, immunities, privileges, and rights of the Company granted by
any Governmental Authority of the State of Michigan or the State of Nebraska, or
any political subdivision thereof, for the construction, operation and
maintenance of the electric or gas systems described in clauses (b) and (c)
above or used or useful in the operation of the Mortgaged Property included in
such systems;

                             GRANTING CLAUSE SECOND

     Subject to the applicable exceptions permitted by Section 12.03 and Section
12.05, all right, title and interest of the Company in all property located in a
Subject Jurisdiction of the type described in Granting Clause First above which
may be hereafter acquired by the Company, it being the intention of the Company
that all such property acquired by the Company after the date of the execution
and delivery of this Indenture, as originally executed and delivered, shall be
as fully embraced within and subjected to the Lien hereof as if such property
were owned by the Company as of the date of the execution and delivery of this
Indenture, as originally executed and delivered;

                              GRANTING CLAUSE THIRD

     Any Excepted Property, which may, from time to time after the date of the
execution and delivery of this Indenture, as originally executed and delivered,
by delivery or by an indenture supplemental to this Indenture, be subjected to
the Lien hereof by the Company or any other Person on its behalf, the Trustee
being hereby authorized to receive the same at any time as additional security
hereunder; it being understood that any such subjection to the Lien hereof of
any Excepted Property as additional security may be made subject to such
reservations, limitations or conditions respecting the use and disposition of
such property or the proceeds thereof as shall be set forth in such instrument;
and

                             GRANTING CLAUSE FOURTH

     All tenements, hereditaments, servitudes and appurtenances belonging or in
any way appertaining to the aforesaid property, with the reversions and
remainders thereof;

                                        2
<Page>

                                EXCEPTED PROPERTY

     Expressly excepting and excluding, however, from the Lien of this Indenture
all right, title and interest of the Company in and to the following property,
whether now owned or hereafter acquired (herein sometimes called "EXCEPTED
PROPERTY"):

     (1)    all cash on hand or in banks or other financial institutions
(excluding amounts deposited or required to be deposited with the Trustee
pursuant to this Indenture), deposit accounts, shares of stock, interests in
general or limited partnerships or membership interests in limited liability
companies or evidences of any other ownership interest in any such entities,
repurchase agreements, bonds, notes, equity (including the capital stock or
other equity interest in any direct or indirect subsidiary of the Company),
indebtedness and other securities, of whatsoever kind and nature, not hereafter
paid or delivered to, deposited with or held by the Trustee hereunder or
required so to be;

     (2)    all contracts, leases, operating agreements and other agreements of
whatsoever kind and nature; all contract rights, bills, notes and other
instruments and chattel paper; all revenues, income and earnings, all accounts,
accounts receivable and unbilled revenues, and all rents, tolls, issues, product
and profits, claims, credits, demands and judgments; and all patents, patent
licenses and other patent rights, patent applications, trade names, trademarks,
copyrights and other intellectual property, domain names, claims, credits,
choses in action and other intangible property and general intangibles,
including computer software;

     (3)    all automobiles, buses, trucks, truck cranes, tractors, trailers and
similar vehicles and movable equipment; all rolling stock, rail cars and other
railroad equipment; all vessels, boats, barges and other marine equipment; all
airplanes, helicopters, aircraft engines and other flight equipment in each case
evidenced by certificates of title; all parts, accessories and supplies used in
connection with any of the foregoing; and all personal property of such
character that the perfection of a security interest therein or other Lien
thereon is not governed by the Uniform Commercial Code as in effect in the
jurisdiction in which such property is located;

     (4)    all goods, stock in trade, wares, merchandise and inventory held for
the purpose of sale or lease in the ordinary course of business; all materials,
supplies, inventory and other items of personal property which are consumable
(otherwise than by ordinary wear and tear) in their use in the operation or
ownership of the Mortgaged Property; all fuel, whether or not any such fuel is
in a form consumable in the operation or ownership of the Mortgaged Property,
including separate components of any fuel in the forms in which such components
exist at any time before, during or after the period of the use thereof as fuel;
all hand and other portable tools and equipment; all furniture and furnishings;
and computers and data processing, data storage, data transmission, accounting,
telecommunications and other facilities, equipment, supplies and apparatus,
which, in any case, are used primarily for administrative or clerical purposes
or are otherwise not necessary for the operation or maintenance of the
facilities, machinery, equipment or fixtures described or referred to in clause
(b), (c) or (d) of Granting Clause First of this Indenture;

     (5)    all coal, ore, gas, oil and other minerals and all timber, and all
rights and interests in any of the foregoing, whether or not such minerals or
timber shall have been mined or

                                        3
<Page>

extracted or otherwise separated from the land; and all electric energy, gas
(natural or artificial), steam, water and other products generated, produced,
manufactured, purchased or otherwise acquired by the Company;

     (6)    all property which is the subject of a lease agreement designating
the Company as lessee and all right, title and interest of the Company in and to
such property and in, to and under such lease agreement, whether or not such
lease agreement is intended as security;

     (7)    all (a) property, real, personal or mixed located in a jurisdiction
other than a Subject Jurisdiction or (b) personal property in a Subject
Jurisdiction with respect to which the granting of a Lien therein pursuant to
this Indenture by the Company would require any consent or approval of,
registration or filing with, or any other action by, any state or local
Governmental Authority in any jurisdiction which is contiguous to such Subject
Jurisdiction (but which is not a Subject Jurisdiction) which shall not have been
obtained; and

     (8)    any of the certificates, franchises, grants, immunities, privileges,
and rights granted by any Governmental Authority of the State of Michigan or the
State of Nebraska, or any political subdivision thereof, described in clause (f)
of Granting Clause First of this Indenture which (i) would be breached by the
grant of a security interest created therein pursuant to the terms of this
Indenture or the assignment thereof, (ii) would require the consent of or notice
to any such Governmental Authority prior to or after any such grant or
assignment, or (iii) with respect to which the granting of a security interest
or the assignment would be prohibited by applicable law;

     (9)    any of the permits and rights granted by any railroad which (i)
would be breached by the grant of a security interest created therein pursuant
to the terms of this Indenture or the assignment thereof, (ii) would require the
consent of or notice to such railroad prior to or after any such grant or
assignment, or (iii) with respect to which the granting of a security interest
or the assignment would be prohibited by applicable law;

     TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the
Trustee, its successors in trust and their assigns forever;

     SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution and
delivery of this Indenture, as originally executed and delivered, (b) as to
property acquired by the Company after the date of the execution and delivery of
this Indenture, as originally executed and delivered, Liens existing or placed
thereon at the time of the acquisition thereof or the time it becomes subject to
the Lien of this Indenture, including Purchase Money Liens), and (c) Permitted
Liens and all other Liens permitted to exist under Section 6.06;

     IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of
the Holders from time to time of all Outstanding Securities without any priority
of any such Security over any other such Security; PROVIDED, HOWEVER, that the
right, title and interest of the Trustee in and to the Mortgaged Property shall
cease, terminate and become void in accordance with, and subject to the
conditions set forth in, Article VIII or Article XIII hereof, and if,
thereafter, the principal of and premium, if any, and interest, if any, on the
Securities shall have been duly paid to the Holders thereof, or shall have been
paid to the Company pursuant to Section 6.03 hereof,

                                        4
<Page>

then and in that case this Indenture shall terminate, and the Trustee shall
execute and deliver to the Company such instruments as the Company shall require
to evidence such termination; otherwise this Indenture, and the estate and
rights hereby granted, shall be and remain in full force and effect; and

     IT IS HEREBY COVENANTED AND AGREED by and between the Company and the
Trustee that all the Securities are to be authenticated and delivered, and that
the Mortgaged Property is to be held, subject to the further covenants,
conditions and trusts hereinafter set forth, and the Company hereby covenants
and agrees to and with the Trustee, for the equal and ratable benefit of all
Holders, as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01.  GENERAL DEFINITIONS.

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

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

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

     (c)    all terms used herein without definition which are defined in the
Uniform Commercial Code as in effect in any jurisdiction in which any portion of
the Mortgaged Property is located shall have the meanings assigned to them
therein with respect to such portion of the Mortgaged Property;

     (d)    all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles as
applied in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation or, at the election of the Company from time to time, at the date of
the execution and delivery of this Indenture, as originally executed and
delivered; PROVIDED, HOWEVER, that in determining generally accepted accounting
principles applicable to the Company, effect shall be given, to the extent
required, to any order, rule or regulation of any Governmental Authority;

     (e)    unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Indenture;

     (f)    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;

                                        5
<Page>

     (g)    words importing any gender include the other genders;

     (h)    references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute referred
to;

     (i)    references to "writing" include printing, typing, lithography and
other means of reproducing words in a visible form;

     (j)    the word "or" is not exclusive;

     (k)    the words "including," "includes" and "include" shall be deemed to
be followed by the words "without limitation"; and

     (l)    unless otherwise provided, references to agreements and other
instruments shall be deemed to include all amendments and other modifications to
such agreements and instruments, but only to the extent such amendments and
other modifications are not prohibited by the terms of this Indenture.

     "ACCOUNTANT" means a Person engaged in the accounting profession or
otherwise qualified to pass on accounting matters (including, but not limited
to, a Person certified or licensed as a public accountant, whether or not then
engaged in the public accounting profession), which Person, unless required to
be Independent, may be an employee or Affiliate of the Company.

     "ACT" has the meaning specified in Section 1.06 when used with respect to
any Holder.

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

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant
to Section 10.15 to act on behalf of the Trustee to authenticate and deliver
Securities of one or more series.

     "AUTHORIZED OFFICER" means the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company or any other duly authorized officer, agent
or attorney-in-fact of the Company named in an Officer's Certificate signed by
any of such officers.

     "AUTHORIZED PURPOSES" means the authentication and delivery of Securities,
the release of property or the withdrawal of cash under any of the provisions of
this Indenture.

     "BOARD OF DIRECTORS" means either the board of directors of the Company or
any duly authorized committee of the board of directors.

                                        6
<Page>

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

     "BUSINESS DAY" when used with respect to any Place of Payment or any other
particular location specified in the Securities or this Indenture, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions or trust companies in that Place of Payment are authorized
or obligated by applicable law to close, except as may be otherwise specified as
contemplated by Section 3.01.

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

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

     "COMPANY REQUEST" or "COMPANY ORDER" means, respectively, a written request
or order signed in the name of the Company by an Authorized Officer and
delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee at which
at any particular time this Indenture shall be administered, which office at the
date of the execution and delivery of this Indenture, as originally executed and
delivered, is 1 Bank One Plaza, Suite IL 1-0823, Chicago, Illinois 60670-0823.

     "CORPORATION" means a corporation, limited liability company, company,
association, cooperative, joint-stock company or business trust.

     "COST" has the meaning specified in Section 1.03.

     "CUT-OFF DATE" means March 21, 2003.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as the Depositary by the Company pursuant to Section 3.01,
which must be a clearing agency registered under the Exchange Act and, if so
provided pursuant to Section 3.01 with respect to the Securities of a series,
any successor to such Person. If at any time there is more than one such Person
designated as Depositary, the "Depositary" shall mean, with respect to any
series of Securities, the qualifying entity which has been appointed with
respect to the Securities of that series.

     "DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

                                        7
<Page>

     "ELIGIBLE OBLIGATIONS" means: (a) with respect to Securities denominated in
Dollars, Government Obligations; or (b) with respect to Securities denominated
in a currency other than Dollars or in a composite currency, such other
obligations or instruments as shall be specified with respect to such Securities
as contemplated by Section 3.01.

     "EVENT OF DEFAULT" has the meaning specified in Section 9.01.

     "EXCEPTED PROPERTY" has the meaning specified in the Granting Clauses of
this Indenture.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "EXCHANGE RATE" has the meaning specified in Section 9.01.

     "EXPERT" means a Person which is an engineer, appraiser or other expert and
which, with respect to any certificate to be signed by such Person and delivered
to the Trustee, is qualified to pass upon the matters set forth in such
certificate. For purposes of this definition, (a) "engineer" means a Person
engaged in the engineering profession or otherwise qualified to pass upon
engineering matters (including, but not limited to, a Person licensed as a
professional engineer) and (b) "appraiser" means a Person engaged in the
business of appraising property or otherwise qualified to pass upon the Fair
Value or fair market value of property. An Expert shall be selected by an
Authorized Officer and, except as otherwise required in Sections 4.02, 6.07,
7.06 and 7.08, may be an employee or Affiliate of the Company duly authorized by
an Authorized Officer. The co-execution of an Expert's Certificate by an
Authorized Officer shall be conclusive evidence of selection of such Expert.

     "EXPERT'S CERTIFICATE" means a certificate signed by an Authorized Officer
and an Expert and delivered to the Trustee. The amount stated in any Expert's
Certificate as to the Cost or Fair Value of property shall be conclusive and
binding upon the Company, the Trustee and the Holders.

     "EXPIRATION DATE" has the meaning specified in Section 1.06.

     "FAIR VALUE" means, with respect to property, the fair value of such
property as may be determined by reference to (a) the amount which would be
likely to be obtained in an arm's-length transaction with respect to such
property between an informed and willing buyer and an informed and willing
seller, under no compulsion, respectively, to buy or sell, (b) the amount of
investment with respect to such property which, together with a reasonable
return thereon, would be likely to be recovered through ordinary business
operations or otherwise, (c) the Cost, accumulated depreciation and replacement
cost with respect to such property, and/or (d) any other relevant factors;
PROVIDED, HOWEVER, that (i) the Fair Value of property shall be determined
without deduction for any Liens on such property prior to the Lien of this
Indenture (except as otherwise provided in Section 7.03), and (ii) the Fair
Value to the Company of Property Additions shall not reflect any reduction
relating to the fact that such Property Additions may be of less value to a
Person which is not the owner or operator of the Mortgaged Property or any
portion thereof than to a Person which is such owner or operator. Fair Value may
be determined without physical inspection, by the use of accounting and
engineering

                                        8
<Page>

records and other data maintained by the Company or otherwise available to the
Expert certifying the same.

     "FUNDED CASH" has the meaning specified in Section 1.02.

     "FUNDED PROPERTY" has the meaning specified in Section 1.02.

     "GLOBAL SECURITY" means a Security evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee and
registered in the name of such Depositary or nominee.

     "GOVERNMENTAL AUTHORITY" means the government of the United States or of
any State or Territory thereof or of the District of Columbia or of any county,
municipality or other political subdivision of any thereof, or any department,
agency, authority or other instrumentality of any of the foregoing.

     "GOVERNMENT OBLIGATIONS" means:

     (a)    any security which is (i) a direct obligation of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either of clause
(i) or (ii) above, is not callable or redeemable at the option of the issuer
thereof; and

     (b)    certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect thereof;
PROVIDED, HOWEVER, that the custodian of such obligations or specific interest
or principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to Federal or State supervision or
examination with a combined capital and surplus of at least Fifty Million
Dollars ($50,000,000); and PROVIDED, FURTHER, that except as may be otherwise
required by applicable law, such custodian shall be obligated to pay to the
holders of such certificates, depositary receipts or other instruments the full
amount received by such custodian in respect of such obligations or specific
payments and shall not be permitted to make any deduction therefrom.

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

     "INDENTURE" means this instrument as originally executed and delivered and
as it may from time to time be supplemented or amended by one or more indentures
or other instruments supplemental hereto entered into pursuant to the applicable
provisions hereof. The term "Indenture" shall also include the terms of any
particular series of Securities established as contemplated by Section 3.01.

     "INDEPENDENT" means, when applied to any Accountant or Expert, such a
Person who (a) is in fact independent, (b) does not have any direct material
financial interest in the Company or in any other obligor upon the Securities or
in any Affiliate of the Company or of such other obligor, (c) is not connected
with the Company or such other obligor as an officer, employee,

                                        9
<Page>

promoter, underwriter, trustee, partner, director or any person performing
similar functions, and (d) is approved by the Trustee in the exercise of
reasonable care. The acceptance by the Trustee of an opinion or certificate of
an Independent Person shall be sufficient evidence that such Independent Person
has been approved by the Trustee.

     "INDEPENDENT EXPERT'S CERTIFICATE" means a certificate signed by an
Independent Expert and delivered to the Trustee.

     "INITIAL SERIES" means the series of Securities, designated as the 2003
Series A Bonds due May 15, 2006, and initially authenticated and delivered in
the aggregate principal amount of Four Hundred and Thirty Million Dollars
($430,000,000), established in the First Supplemental Indenture between the
Company and the Trustee, to this Indenture, the form and terms of which are
established in the Officer's Certificate issued by the Company pursuant to the
First Supplemental Indenture.

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

     "INVESTMENT SECURITIES" means any of the following obligations or
securities on which neither the Company, any other obligor on the Securities nor
any Affiliate of either is the obligor: (a) Government Obligations; (b) interest
bearing deposit accounts (which may be represented by certificates of deposit)
in any national or state bank (which may include the Trustee or any Paying
Agent, or any of their Affiliates) or savings and loan association which has
outstanding securities rated by a nationally recognized rating organization in
either of the two (2) highest rating categories (without regard to modifiers)
for short term securities or in any of the three (3) highest rating categories
(without regard to modifiers) for long term securities; (c) bankers' acceptances
drawn on and accepted by any commercial bank (which may include the Trustee or
any Paying Agent or any of their Affiliates) which has outstanding securities
rated by a nationally recognized rating organization in either of the two (2)
highest rating categories (without regard to modifiers) for short term
securities or in any of the three (3) highest rating categories (without regard
to modifiers) for long term securities; (d) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, any State or Territory of the United States or the District of
Columbia, or any political subdivision of any of the foregoing, which are rated
by a nationally recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short term securities or in
any of the three (3) highest rating categories (without regard to modifiers) for
long term securities; (e) bonds or other obligations of any agency or
instrumentality of the United States; (f) corporate debt securities which are
rated by a nationally recognized rating organization in either of the two (2)
highest rating categories (without regard to modifiers) for short term
securities or in any of the three (3) highest rating categories (without regard
to modifiers) for long term securities; (g) repurchase agreements with respect
to any of the foregoing obligations or securities with any banking or financial
institution (which may include the Trustee or any Paying Agent or any of their
Affiliates) which has outstanding securities rated by a nationally recognized
rating organization in either of the two (2) highest rating categories (without
regard to modifiers) for short term securities or in any of the three (3)
highest rating categories (without regard to modifiers) for long term
securities; (h) securities issued by any regulated investment company (including
any investment company for which the Trustee, any Paying Agent, or any of their

                                       10
<Page>

Affiliates is the advisor or provides other services, including One Group(R)
funds or any successors thereto), as defined in Section 851 of the Internal
Revenue Code of 1986, as amended, or any successor Section of such Code or
successor federal statute, provided that the portfolio of such investment
company is limited to obligations or securities of the character and investment
quality contemplated in clauses (a) through (f) above and repurchase agreements
which are fully collateralized by any of such obligations or securities; and (i)
any other obligations or securities which may lawfully be purchased by the
Trustee in its capacity as such.

     "LIEN" means any mortgage, deed of trust, pledge, security interest,
encumbrance, easement, lease, reservation, restriction, servitude, charge or
similar right and any other lien of any kind, including the interest of a vendor
or a lessor under any conditional sale agreement, capital lease or title
retention agreement.

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

     "MICHIGAN GAS UTILITIES INDENTURE" means the Indenture of Mortgage and Deed
of Trust, dated July 1, 1951, between Michigan Gas Utilities Company and
Continental Illinois National Bank and Trust Company of Chicago and Edmond B.
Stofft, as trustees.

     "MORTGAGED PROPERTY" means, as of any particular time, all property which
at such time is subject to the Lien of this Indenture.

     "NOTICE OF DEFAULT" has the meaning specified in Section 9.01.

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

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for the Company or other counsel acceptable to the Trustee and who may be an
employee or Affiliate of the Company.

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 9.02.
"INTEREST" when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity.

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

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

                                       11
<Page>

     (b)    Securities deemed to have been paid for all purposes of this
Indenture in accordance with Section 8.01 (whether or not the Company's
indebtedness in respect thereof shall be satisfied and discharged for any other
purpose); and

     (c)    Securities which have been paid pursuant to Section 3.06 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
and the Company that such Securities are held by a bona fide purchaser in whose
hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities under this Indenture, or the
Outstanding Securities of any series or Tranche, have given, made or taken any
request, demand, authorization, direction, notice, consent, election, waiver or
other action hereunder or whether or not a quorum is present at a meeting of
Holders, as of any date, (i) the principal amount of an Original Issue Discount
Security which shall be deemed to be Outstanding for such purpose shall be the
amount of the principal thereof which would be due and payable as of such date
of determination upon a declaration of acceleration of the Maturity thereof to
such date pursuant to Section 9.02; (ii) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 3.01; (iii)
the principal amount of a Security denominated in one or more foreign currencies
or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 3.01, of the principal amount of such Security (or, in
the case of a Security described in clause (i) or (ii) above, of the amount
determined as provided in such clause); and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor (unless the Company, such obligor or such Affiliate owns all
Securities Outstanding under this Indenture, or all Outstanding Securities of
each such series and each such Tranche, as the case may be, determined without
regard to this clause (iv)) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, election, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     "PAYING AGENT" means any Person, including the Company or any of its
Affiliates, authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

     "PERIODIC OFFERING" means an offering of Securities of a series from time
to time any or all of the specific terms of which Securities, including the rate
or rates of interest, if any, thereon, the Stated Maturity or Stated Maturities
thereof and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents from time to time subsequent

                                       12
<Page>

to the initial request for the authentication and delivery of such Securities by
the Trustee, all as contemplated in Section 3.01 and clause (b) of Section 4.01.

     "PERMITTED LIENS" means, as of any particular time, any of the following:

     (a)    Liens for taxes, assessments and other governmental charges or
requirements which are not delinquent or which are being contested in good faith
by appropriate proceedings;

     (b)    mechanics', workmen's, repairmen's, materialmen's, warehousemen's
and carriers' Liens, other Liens incident to construction, improvement, repair
or maintenance of property, Liens or privileges of any officers or employees of
the Company for compensation earned which is not delinquent, and other Liens,
including Liens for worker's compensation awards, arising in the ordinary course
of business for charges or requirements which are not delinquent or which are
being contested in good faith and by appropriate proceedings;

     (c)    Liens in respect of attachments, judgments or awards arising out of
judicial or administrative proceedings (i) in an amount not exceeding the
greater of (A) Five Million Dollars ($5,000,000) and (B) three percent (3%) of
the sum of (1) the principal amount of the Securities Outstanding at the time
such Lien arises and (2) the principal amount of prior Lien obligations at the
time such Lien arises, or (ii) with respect to which the Company shall (A) in
good faith be prosecuting an appeal or other proceeding for review and with
respect to which the Company shall have secured a stay of execution pending such
appeal or other proceeding or (B) have the right to prosecute an appeal or other
proceeding for review;

     (d)    easements, leases, reservations or other rights of others in, on,
over or across, and laws, regulations and restrictions affecting, and defects,
irregularities, deficiencies, exceptions and limitations in title to, the
Mortgaged Property or any part thereof; PROVIDED, HOWEVER, that such easements,
leases, reservations, rights, laws, regulations, restrictions, defects,
irregularities, deficiencies, exceptions and limitations do not or, following
cure by or on behalf of the Company through the exercise of eminent domain, will
not in the aggregate materially impair the use by the Company of the Mortgaged
Property considered as a whole for the purposes for which it is held by the
Company;

     (e)    restrictions, servitudes, charges, defects, irregularities,
exceptions and limitations in title to property subject to rights-of-way in
favor of the Company or otherwise or used or to be used by the Company primarily
for right-of-way purposes or property held by the Company under lease, easement,
license or similar right; PROVIDED, HOWEVER, that (i) the Company shall have
obtained from the apparent owner or owners of such property a sufficient right,
by the terms of the instrument granting such right-of-way, lease, easement,
license or similar right, to the use thereof for the purposes for which the
Company acquired the same, (ii) the Company has power under eminent domain or
similar statutes to remove such defects, irregularities, exceptions or
limitations or the right to cause another Person to do so, or (iii) such
defects, irregularities, exceptions and limitations may be otherwise remedied
without undue effort or expense; and defects, irregularities, exceptions and
limitations in title to flood lands, flooding rights or water rights;

                                       13
<Page>

     (f)    Liens securing indebtedness or other obligations neither created,
assumed nor guaranteed by the Company, nor on account of which it customarily
pays interest, upon real property or rights in or relating to real property of
the Company existing at the date of execution and delivery of this Indenture, as
originally executed and delivered, or, as to property thereafter acquired, at
the time of the acquisition thereof by the Company;

     (g)    leases existing at the date of the execution and delivery of this
Indenture, as originally executed and delivered, affecting properties owned by
the Company at such date and renewals and extensions thereof; and leases
affecting such properties entered into after such date or affecting properties
acquired by the Company after such date which, do not in the aggregate
materially impair the use by the Company of such properties considered as a
whole for the purpose for which they are held by the Company;

     (h)    Liens vested in lessors, licensors, franchisors, permitters or
others for rent or other amounts to become due or for other obligations or acts
to be performed, the payment of which rent or the performance of which other
obligations or acts is required under leases, subleases, licenses, franchises or
permits, so long as the payment of such rent or other amounts or the performance
of such other obligations or acts is not delinquent or is being contested in
good faith and by appropriate proceedings;

     (i)    controls, restrictions, obligations, duties or other burdens imposed
by applicable laws upon the Mortgaged Property or any part thereof or the
operation or use thereof or upon the Company with respect to the Mortgaged
Property or any part thereof or the operation or use thereof or with respect to
any franchise, grant, license, permit or public purpose requirement, or any
rights reserved to or otherwise vested in Governmental Authorities to impose any
such controls, restrictions, obligations, duties or other burdens;

     (j)    rights which Governmental Authorities may have by virtue of
franchises, grants, licenses, permits or contracts, or by virtue of applicable
law, to purchase, recapture or designate a purchaser of or order the sale of the
Mortgaged Property or any part thereof, to terminate franchises, grants,
licenses, permits, contracts or other rights or to regulate the property and
business of the Company; and any and all obligations of the Company correlative
to any such rights;

     (k)    Liens required by applicable law (i) as a condition to the
transaction of any business or the exercise of any privilege or license, (ii) to
enable the Company to maintain self-insurance or to participate in any funds
established to cover any insurance risks, (iii) in connection with workmen's
compensation, unemployment insurance, social security, any pension or welfare
benefit plan, or (iv) to share in the privileges or benefits required for
companies participating in one or more of the arrangements described in clauses
(ii) and (iii) above;

     (l)    Liens on the Mortgaged Property or any part thereof which are
granted by the Company to secure (or to obtain letters of credit that secure)
the performance of duties or public or statutory, bid or performance obligations
or to secure, or serve in lieu of, surety, stay or appeal bonds;

                                       14
<Page>

     (m)    rights reserved to or vested in others to take or receive any part
of any coal, ore, gas, oil and other minerals, any timber or any electric
capacity or energy, gas, water, steam and any other products, developed,
produced, manufactured, generated, purchased or otherwise acquired or used by
the Company or by others on property of the Company;

     (n)    (i) rights and interests of Persons other than the Company arising
out of contracts, agreements and other instruments to which the Company is a
party and which relate to the common ownership or joint use of property; and
(ii) all Liens on the interests of Persons other than the Company in property
owned in common by such Persons and the Company if and to the extent that the
enforcement of such Liens would not adversely affect the interests of the
Company in such property in any material respect;

     (o)    any  restrictions on assignment or requirements of any assignee to
qualify as a permitted assignee or public utility or public service corporation
or company;

     (p)    any Liens which have been bonded for the full amount in dispute or
for the payment of which other adequate security arrangements have been made;

     (q)    rights and interests granted pursuant to Section 7.02(c);

     (r)    Liens granted on air or water pollution control, sewage or solid
waste disposal, or other similar facilities of the Company in connection with
the issuance of pollution control revenue bonds, in connection with financing
the cost of, or the construction, acquisition, improvement, repair or
maintenance of, such facilities;

     (s)    the Trustee's Lien;

     (t)    Prepaid Liens; and

     (u)    the liens of the Michigan Gas Utilities Indenture, the UtiliCorp
Indenture, or the St. Joseph Light & Power Indenture.

     "PERSON" means any natural person, company, corporation, cooperative, firm,
joint venture, joint stock company, partnership, limited liability partnership,
association, enterprise, limited liability company, business trust, trust,
unincorporated organization, or other entity or organization, or any
Governmental Authority.

     "PLACE OF PAYMENT" means, when used with respect to the Securities of any
series, or any Tranche thereof, the place or places, specified as contemplated
by Section 3.01, at which principal of and premium, if any, and interest, if
any, on the Securities of such series or Tranche are payable.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed (to the extent
lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                                       15
<Page>

     "PREPAID LIEN" means any Lien securing indebtedness for the payment,
prepayment or redemption of which there shall have been irrevocably deposited in
trust with the trustee or other holder of such Lien moneys or Investment
Securities which (together with the interest reasonably expected to be earned
from the investment and reinvestment in Investment Securities of the moneys or
the principal of and interest on the Investment Securities so deposited) shall
be sufficient for such purpose; PROVIDED, HOWEVER, that if such indebtedness is
to be redeemed or otherwise prepaid prior to the stated maturity thereof, any
notice requisite to such redemption or prepayment shall have been given in
accordance with the instrument creating such Lien or irrevocable instructions to
give such notice shall have been given to such trustee or other holder.

     "PROPERTY ADDITIONS" has the meaning specified in Section 1.03.

     "PURCHASE MONEY LIEN" means, with respect to any property (and any
improvements or accessions thereto) being acquired or disposed of by the Company
or being released from the Lien of this Indenture, a Lien on such property
which:

     (a)    is taken or retained by the transferor of such property to secure
all or part of the purchase price thereof;

     (b)    is granted to one or more Persons other than the transferor which,
by making advances or incurring an obligation, give value to enable the grantor
of such Lien to acquire rights in or the use of such property; or

     (c)    otherwise constitutes a purchase money mortgage or a purchase money
security interest under applicable law.

Without limiting the generality of the foregoing, for purposes of this
Indenture, the term "Purchase Money Lien" shall be deemed to include any Lien
described above whether or not such Lien shall have been granted prior to the
acquisition, disposition or release of such property, or shall attach to or
otherwise cover property other than the property being acquired, disposed of or
released.

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

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

     "REGULAR RECORD DATE" means, for the interest payable on any Interest
Payment Date on the Securities of any series, the date specified for that
purpose as contemplated by Section 3.01.

     "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, an
officer assigned to administer corporate trust matters of the Trustee having
direct responsibility for administration of this Indenture, and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

                                       16
<Page>

     "RETIRED SECURITIES" means any Securities authenticated and delivered under
this Indenture which (a) no longer remain Outstanding by reason of the
applicability of clause (a) or (b) in the definition of "Outstanding" (other
than any Predecessor Security of any Security), (b) have not been made the basis
under any of the provisions of this Indenture of one or more Authorized
Purposes, and (c) have not been paid, redeemed, purchased or otherwise retired
by the application thereto of Funded Cash.

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

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

     "ST. JOSEPH LIGHT & POWER INDENTURE" means the Indenture of Mortgage and
Deed of Trust, dated as of April 1, 1946, among St. Joseph Light & Power Company
and Harris Trust and Savings Bank and Barlet Boder, as trustees.

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

     "SUBJECT JURISDICTIONS" shall mean the States of Michigan and Nebraska and
any other States designated as "Subject Jurisdictions" in any indentures
supplemental hereto.

     "SUCCESSOR CORPORATION" has the meaning specified in Section 12.01.

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

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

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

     "TRUSTEE'S LIEN" has the meaning specified in Section 10.07.

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

                                       17
<Page>

     "UTILICORP INDENTURE" means the General Mortgage Indenture and Deed of
Trust, dated September 15, 1988, between UtiliCorp United Inc., now known as the
Company and Commerce Bank of Kansas City, N.A., as trustee.

     SECTION 1.02.  FUNDED PROPERTY; FUNDED CASH.

     "FUNDED PROPERTY" means:

     (a)    all Mortgaged Property owned by the Company as of the Cut-Off Date;

     (b)    all Property Additions after the Cut-Off Date to the extent required
to cause the principal amount of Securities Outstanding and outstanding
obligations secured by a Lien prior to the Lien of this Indenture to equal 70%
of the Cost or Fair Value to the Company (whichever shall be less) of the
Mortgaged Property; PROVIDED, HOWEVER, that all Property Additions after the
Cut-Off Date shall be presumed to be Funded Property until the Company delivers
to the Trustee an Independent Expert's Certificate evidencing that the principal
amount of Securities Outstanding and outstanding obligations secured by a lien
prior to the Lien of this Indenture is equal to or greater than 70% of the Cost
or Fair Value to the Company (whichever shall be less) of the Mortgaged
Property; PROVIDED, FURTHER, that all Property Additions identified in such
Independent Expert's Certificate as not required to meet the foregoing threshold
shall not constitute Funded Property;

     (c)    all Property Additions to the extent that the same shall have been
made the basis of the authentication and delivery of Securities under this
Indenture pursuant to Section 4.02;

     (d)    all Property Additions to the extent that the same shall have been
made the basis of the release of property from the Lien of this Indenture
pursuant to Section 7.03;

     (e)    all Property  Additions to the extent that the same shall have been
substituted for Funded Property retired pursuant to Section 7.02;

     (f)    all Property Additions to the extent that the same shall have been
made the basis of the withdrawal of cash held by the Trustee pursuant to Section
4.04 or 7.05; and

     (g)    all Property Additions to the extent that the same shall have been
used as the basis of a credit against, or otherwise in satisfaction of, the
requirements of any sinking, improvement, maintenance, replacement or similar
fund or analogous provision established with respect to the Securities of any
series, or any Tranche thereof, as contemplated by Section 3.01; PROVIDED,
HOWEVER, that any such Property Additions shall cease to be Funded Property when
all of the Securities of such series or Tranche shall have been paid.

     In the event that in any certificate filed with the Trustee in connection
with any of the transactions referred to in clauses (a), (b), (c), (d), (f) and
(g) of this Section, only a part of the Cost or Fair Value of the Property
Additions, as applicable, described in such certificate shall be required for
the purposes of such certificate, then such Property Additions shall be deemed
to be Funded Property only to the extent so required for the purpose of such
certificate.

                                       18
<Page>

     All Funded Property that shall be abandoned, destroyed, released or
otherwise disposed of shall for the purpose of Section 1.03 hereof be deemed
Funded Property retired and for other purposes of this Indenture shall thereupon
cease to be Funded Property but as in this Indenture provided may at any time
thereafter again become Funded Property. Neither any reduction in the cost or
book value of property recorded in the plant account of the Company, nor the
transfer of any amount appearing in such account to intangible and/or adjustment
or expense accounts, otherwise than in connection with actual retirements of
physical property abandoned, destroyed, released or disposed of, and otherwise
than in connection with the removal of such property in its entirety from plant
account, shall be deemed to constitute a retirement of Funded Property.

     The Company may make allocations, on a pro-rata or other reasonable basis
(including, but not limited to, the designation of specific properties or the
designation of all or a specified portion of the properties reflected in one or
more generic accounts or subaccounts in the Company's books of account), for the
purpose of determining the extent to which fungible properties, or other
properties not otherwise identified, reflected in the same generic account or
subaccount in the Company's books of account constitute Funded Property or
Funded Property retired.

     "FUNDED CASH" means:

     (a)    cash, held by the Trustee hereunder, to the extent that it
represents the proceeds of insurance on Mortgaged Property (except as otherwise
provided in Section 6.07), or cash deposited in connection with the release of
Mortgaged Property pursuant to Article VII, or the payment of the principal of,
or the proceeds of the release of, obligations secured by a Lien prior to the
Lien of this Indenture, including a Purchase Money Lien, and delivered to the
Trustee pursuant to Article VII, all subject, however, to the provisions of
Section 6.07 and Section 7.05; and

     (b)    any cash deposited with the Trustee under Section 4.04.

     SECTION 1.03.  PROPERTY ADDITIONS; COST.

     (a)    "PROPERTY ADDITIONS" means, as of any particular time, any item,
unit or element of property which at such time is owned by the Company and is
subject to the Lien of this Indenture; PROVIDED, HOWEVER, that Property
Additions shall not include:

     (i)    goodwill, going concern value rights or intangible property except
            as provided in clause (c) of this Section;

     (ii)   any property subject to the Lien of this Indenture on the Cut-Off
            Date; or

     (iii)  any property, the cost of acquisition or construction of which is,
            in accordance with generally accepted accounting principles,
            properly chargeable to an operating expense account of the Company.

     (b)    When any Property Additions are certified to the Trustee as the
basis of any Authorized Purpose (except as otherwise provided in Section 7.03
and Section 7.05):

                                       19
<Page>

     (i)    there shall be deducted from the Cost or Fair Value to the Company
            thereof, as the case may be (as of the date so certified), an amount
            equal to the Cost (or as to Property Additions of which the Fair
            Value to the Company at the time the same became Funded Property was
            certified to be an amount less than the Cost as determined pursuant
            to this Section, then such Fair Value, as so certified, in lieu of
            Cost) of all Funded Property of the Company retired to the date of
            such certification (other than the Funded Property, if any, in
            connection with the application for the release of which such
            certificate is filed) and not theretofore deducted from the Cost or
            Fair Value to the Company of Property Additions theretofore
            certified to the Trustee; and

     (ii)   there may, at the option of the Company, be added to such Cost or
            Fair Value, as the case may be, the sum of:

            (A)   the principal amount of any obligations secured by a Purchase
                  Money Lien, not theretofore so added and which the Company
                  then elects so to add, which shall theretofore have been
                  delivered to the Trustee or the trustee or other holder of a
                  Lien prior to the Lien of this Indenture as the basis of the
                  release of Funded Property retired from the Lien of this
                  Indenture or such prior Lien, as the case may be;

            (B)   ten-sevenths (10/7) of the amount of any cash, not theretofore
                  so added and which the Company then elects so to add, which
                  shall theretofore have been delivered to the Trustee or the
                  trustee or other holder of a Lien prior to the Lien of this
                  Indenture the proceeds of insurance on Funded Property retired
                  (to the extent of the portion thereof deemed to be Funded
                  Cash) or as the basis of the release of Funded Property
                  retired from the Lien of this Indenture or from such prior
                  Lien, as the case may be;

            (C)   ten-sevenths (10/7) of the principal amount of any Security or
                  Securities, or portion of such principal amount, not
                  theretofore so added and which the Company then elects so to
                  add, which shall theretofore have been delivered to the
                  Trustee as the basis of the release of Funded Property
                  retired;

            (D)   the Cost or Fair Value to the Company (whichever shall be
                  less), after making any deductions and any additions pursuant
                  to this Section, of any Property Additions, not theretofore so
                  added and which the Company then elects so to add, which shall
                  theretofore have been made the basis of the release of Funded
                  Property retired (such Fair Value to be the amount shown in
                  the Expert's Certificate delivered to the Trustee in
                  connection with such release); and

            (E)   the Cost to the Company of any Property Additions not
                  theretofore so added and which the Company then elects so to
                  add, to the extent that the same shall have been substituted
                  for Funded Property retired;

                                       20
<Page>

PROVIDED, HOWEVER, that the aggregate of the amounts added under clause (ii)
above shall in no event exceed the amounts deducted under clause (i) above.

     Except as otherwise provided in Section 7.03, the term "COST" with respect
to Property Additions shall mean the sum of (A) any cash delivered in payment
therefor or for the acquisition thereof, (B) an amount equivalent to the fair
market value in cash (as of the date of delivery) of any securities or other
property delivered in payment therefor or for the acquisition thereof, (C) the
principal amount of any obligations secured by prior Liens upon such Property
Additions outstanding at the time of the acquisition thereof, (D) the principal
amount of any other obligations incurred or assumed in connection with the
payment for such Property Additions or for the acquisition thereof, and (E) any
other amounts which, in accordance with generally accepted accounting
principles, are properly charged or chargeable to the plant or other property
accounts of the Company with respect to such Property Additions as part of the
cost of construction or acquisition thereof, including any allowance for funds
used during construction or any similar or analogous amount; PROVIDED, HOWEVER,
that, notwithstanding any other provision of this Indenture:

            (1)   with respect to Property Additions owned by a Successor
                  Corporation immediately prior to the time it shall have become
                  such by consolidation or merger or acquired by a Successor
                  Corporation in or as a result of a consolidation or merger
                  (excluding, in any case, Property Additions owned by the
                  Company immediately prior to such time), Cost shall mean the
                  amount or amounts at which such Property Additions are
                  recorded in the plant or other property accounts of such
                  Successor Corporation, or the predecessor corporation from
                  which such Property Additions are acquired, as the case may
                  be, immediately prior to such consolidation or merger;

            (2)   with respect to Property Additions which shall have been
                  acquired (otherwise than by construction) by the Company
                  without any consideration consisting of cash, securities or
                  other property or the incurring or assumption of indebtedness
                  or other obligation, no determination of Cost shall be
                  required, and, wherever in this Indenture provision is made
                  for Cost or Fair Value, Cost with respect to such Property
                  Additions shall mean an amount equal to the Fair Value to the
                  Company thereof or, if greater, the aggregate amount reflected
                  in the Company's books of account with respect thereto upon
                  the acquisition thereof; and

            (3)   in no event shall the Cost of Property Additions be required
                  to reflect any depreciation or amortization in respect of such
                  Property Additions, or any adjustment to the amount or amounts
                  at which such Property Additions are recorded in plant or
                  other property accounts due to the non-recoverability of
                  investment or otherwise.

                                       21
<Page>

     (c)    If any Property Additions are shown by the Expert's Certificate
provided for in Section 4.02(b)(ii) to include property which has been used or
operated by Persons other than the Company at any time in a business similar to
that in which it has been or is to be used or operated by the Company, the Cost
thereof need not be reduced by any amount in respect of any goodwill, going
concern value rights or intangible property simultaneously acquired and in such
case the term Property Additions as defined herein may include such goodwill,
going concern value rights and intangible property.

     SECTION 1.04.  COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee such certificates and opinions as may
be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officer's Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture; it being understood that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

     (b)    a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c)    a statement that, in the opinion of each such Person, such Person
has made such examination or investigation as is necessary to enable such Person
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 Person, such
condition or covenant has been complied with.

     SECTION 1.05.  CONTENT AND FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     (a)    Any Officer's Certificate may be based (without further examination
or investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and, insofar as it relates
to and is dependent upon factual matters, upon a certificate or opinion of or
representation by an officer of the Company stating that the information with
respect to such factual matters is in possession of the Company and, insofar as
it relates to or is dependent upon matters which are subject to verification by
Accountants, upon a certificate or opinion of, or representations by, an
Accountant, and, insofar as it relates to or is dependent upon matters which are
required in this Indenture to be covered by a certificate or opinion of, or
representations by, an Expert, upon the certificate or opinion of, or
representations by, an Expert, unless, in any case, such officer has actual
knowledge that the certificate or

                                       22
<Page>

opinion or representations with respect to the matters upon which such Officer's
Certificate may be based as aforesaid are erroneous.

     Any Expert's Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters, information with respect to which is in
the possession of the Company and which are not subject to verification by
Experts, upon a certificate or opinion of, or representations by, an officer or
officers of the Company, unless such Expert has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion may be based as aforesaid are erroneous.

     Any certificate of an Accountant may be based (without further examination
or investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters, information with respect to which is in
the possession of the Company and which are not subject to verification by
Accountants, upon a certificate of, or representations by, an officer or
officers of the Company, unless such Accountant has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion may be based as aforesaid are erroneous.

     Any Opinion of Counsel required to be delivered under this Indenture or any
supplemental indenture may be based (without further examination or
investigation), insofar as it relates to or is dependent upon factual matters,
information with respect to which is in the possession of the Company, upon a
certificate of, or representations by, an officer or officers of the Company,
and, insofar as it relates to or is dependent upon matters which are subject to
verification by Accountants upon a certificate or opinion of, or representations
by, an Accountant, and, insofar as it relates to or is dependent upon matters
required in this Indenture to be covered by a certificate or opinion of, or
representations by, an Expert, upon the certificate or opinion of, or
representations by, an Expert, unless such counsel has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
his opinion may be based as aforesaid are erroneous. In addition, any Opinion of
Counsel may be based (without further examination or investigation), insofar as
it relates to or is dependent upon matters covered in an Opinion of Counsel
rendered by other counsel, upon such other Opinion of Counsel, unless such
counsel has actual knowledge that the Opinion of Counsel rendered by such other
counsel with respect to the matters upon which his Opinion of Counsel may be
based as aforesaid are erroneous. Further, any Opinion of Counsel with respect
to the status of title to or the sufficiency of descriptions of property, the
existence of Liens thereon, the recording or filing of documents, or any similar
matters, may be based (without further examination or investigation) upon title
insurance policies or commitments and reports, Lien search certificates and
other similar documents, or unless, in any case, such counsel has actual
knowledge that the document or documents with respect to the matters upon which
his opinion may be based as aforesaid are erroneous. If, in order to render any
Opinion of Counsel provided for herein, the signer thereof shall deem it
necessary that additional facts or matters be stated in any Officer's
Certificate, certificate of an Accountant or Expert's Certificate provided for
herein, then such certificate may state all such additional facts or matters as
the signer of such Opinion of Counsel

                                       23
<Page>

may request. Any Opinion of Counsel may contain such assumptions and conditions
as are customarily included in such Opinions of Counsel.

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

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

     SECTION 1.06.  ACTS OF HOLDERS; RECORD DATES. Any request, demand,
authorization, direction, notice, consent, election, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders
(including, a Depositary that is a Holder of a Global Security) may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing; or,
alternatively, may be embodied in and evidenced by the record of Holders voting
in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders duly called and held in accordance with the provisions of
Article XIV, or a combination of such instruments and any such record. A
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such Global Security
through such Depositary's standing instructions and customary practices. Except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the

                                       24
<Page>

Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 10.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 1.06. The record of any meeting of Holders shall be
proved in the manner provided in Section 14.06.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved in any reasonable manner which the Trustee and the Company
deem sufficient. Where such execution is by a signer acting in a capacity other
than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. 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 and the Company
deem sufficient.

     The ownership of Securities shall be proved by the Security Register.

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, election,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities of such series, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 1.08.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice

                                       25
<Page>

of Default, (ii) any declaration of acceleration referred to in Section 9.02,
(iii) any request to institute proceedings referred to in Section 9.11, or (iv)
any direction referred to in Section 9.16, in each case with respect to
Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.08.

     With respect to any record date set pursuant to this Section 1.06, the
party hereto which sets such record dates may designate any day as the
"EXPIRATION DATE" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.08, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.06, the party hereto which set such record date shall be
deemed to have initially designated the one hundred eightieth (180th) day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the one
hundred eightieth (180th) day after the applicable record date.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

     SECTION 1.07.  NOTICES, ETC., TO TRUSTEE AND COMPANY. Except as otherwise
provided herein, any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

     (a)    the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its principal corporate trust office; or

     (b)    the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class

                                       26
<Page>

postage prepaid, to the Company addressed to the attention of the Treasurer of
the Company at the address of the Company's principal office specified in the
first paragraph of this Indenture or at any other address previously furnished
in writing to the Trustee by the Company.

     SECTION 1.08.  NOTICE 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 affected by such event, at his 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. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event otherwise to be specified therein, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

     SECTION 1.09.  CONFLICT WITH TRUST INDENTURE ACT. If any provision of this
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under the Trust Indenture Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

     SECTION 1.10.  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 1.11.  SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 1.12.  SEPARABILITY CLAUSE. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 1.13.  BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     SECTION 1.14.  GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the law of the State of New York
(including Section 5-1401 of the New York General Obligations Law or any
successor to such statute), except to the extent

                                       27
<Page>

that the Trust Indenture Act shall be applicable and except to the extent that
the law of any jurisdiction wherein any portion of the Mortgaged Property is
located shall mandatorily govern the creation of a mortgage lien on and security
interest in, or perfection, priority or enforcement of the Lien of this
Indenture or exercise of remedies with respect to, such portion of the Mortgaged
Property.

     SECTION 1.15.  LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities other than a provision in Securities of any
series, or any Tranche thereof, or in the indenture supplemental hereto, Board
Resolution or Officer's Certificate which establishes the terms of the
Securities of such series or Tranche, which specifically states that such
provision shall apply in lieu of this Section 1.15) payment of interest, if any,
or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and no additional interest shall
accrue as the result of such delayed payment.

     SECTION 1.16.  INVESTMENT OF CASH HELD BY TRUSTEES. Any cash held by the
Trustee or any Paying Agent under any provision of this Indenture shall, except
as otherwise provided in Section 7.05 or in Article VIII, at the request of the
Company evidenced by a Company Order, be invested or reinvested in Investment
Securities designated by the Company (such Company Order to contain a
representation to the effect that the securities designated therein constitute
Investment Securities), and any interest on such Investment Securities shall be
promptly paid over to the Company as received free and clear of any Lien. Such
Investment Securities shall be held subject to the same provisions hereof as the
cash used to purchase the same, but upon a like request of the Company shall be
sold, in whole or in designated part, and the proceeds of such sale shall be
held subject to the same provisions hereof as the cash used to purchase the
Investment Securities so sold. If such sale shall produce a net sum less than
the cost of the Investment Securities so sold, the Company shall pay to the
Trustee or any such Paying Agent, as the case may be, such amount in cash as,
together with the net proceeds from such sale, shall equal the cost of the
Investment Securities so sold, and if such sale shall produce a net sum greater
than the cost of the Investment Securities so sold, the Trustee or any such
Paying Agent, as the case may be, shall promptly pay over to the Company an
amount in cash equal to such excess, free and clear of any Lien. In no event
shall the Trustee be liable for any loss incurred in connection with the sale of
any Investment Security pursuant to this Section.

     Notwithstanding the foregoing, if an Event of Default shall have occurred
and be continuing, interest on Investment Securities and any gain upon the sale
thereof shall be held as part of the Mortgaged Property until such Event of
Default shall have been cured or waived, whereupon such interest and gain shall
be promptly paid over to the Company free and clear of any Lien.

                                       28
<Page>

                                   ARTICLE II

                                 SECURITY FORMS

     SECTION 2.01.  FORMS GENERALLY. The definitive Securities of each series
shall be in substantially the form or forms established in an indenture
supplemental hereto establishing such series, or in a Board Resolution
establishing such series, or in an Officer's Certificate pursuant to such a
supplemental indenture or Board Resolution, in any case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any Depositary
therefor or the rules of any securities exchange or automated quotation system
on which the Securities of such series may be listed, traded or quoted or as
may, consistently herewith, be determined by the Authorized Officer executing
such Securities, as evidenced by his or her execution thereof.

     The Securities of each series shall be issuable in registered form without
coupons. The definitive Securities of each series shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods, if
required by any securities exchange or automated quotation system on which the
Securities of such series may be listed, traded or quoted, on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange or automated quotation system on which the Securities of
such series may be listed, traded or quoted, all as determined by the Authorized
Officer executing such Securities, as evidenced by his or her execution of such
Securities.

     SECTION 2.02.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

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

Date of Authentication:                                                        ,
                         --------------------       ---------------------------
                                                                      As Trustee

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

                                   ARTICLE III

                                 THE SECURITIES

     SECTION 3.01.  AMOUNT UNLIMITED; ISSUABLE IN SERIES. Subject to the
provisions of Article IV, the aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series each of which may be
issued in Tranches. Subject to the penultimate paragraph of this Section, prior
to the authentication and

                                       29
<Page>

delivery of Securities of any series there shall be established by specification
in a supplemental indenture or in a Board Resolution, or in an Officer's
Certificate pursuant to a supplemental indenture or a Board Resolution:

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

     (b)    any limit upon the aggregate principal amount of the Securities of
such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of such series pursuant
to Section 3.04, 3.05, 3.06 or 5.07 and except for any Securities which,
pursuant to Section 3.03, are deemed never to have been authenticated and
delivered hereunder);

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

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

     (e)    the rate or rates at which the Securities of such series, or any
Tranche thereof, shall bear interest, if any (including the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which such
rate or rates shall be determined, by reference to an index or indices or other
facts or events ascertainable outside of this Indenture or otherwise; the date
or dates from which such interest shall accrue or any formulary or other method
or other means (including by reference to facts or events ascertainable outside
of this Indenture) by which such date or dates shall be determined; the Interest
Payment Dates on which such interest shall be payable and the Regular Record
Date, if any, for the interest payable on such Securities on any Interest
Payment Date; and the basis of computation of interest, if other than as
provided in Section 3.10;

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

                                       30
<Page>

     (g)    the period or periods within which or the date or dates on which,
the price or prices at which and the terms and conditions upon which the
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company;

     (h)    the obligation or obligations, if any, of the Company to redeem or
purchase the Securities of such series, or any Tranche thereof, pursuant to any
sinking fund or mandatory redemption provisions or any other analogous
provisions or at the option of a Holder thereof and the period or periods within
which or the date or dates on which, the price or prices at which and the terms
and conditions upon which such Securities shall be redeemed or purchased, in
whole or in part, pursuant to such obligation, and applicable exceptions to the
requirements of Section 5.04 in the case of mandatory redemption or redemption
at the option of the Holder;

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

     (j)    the currency or currencies, including composite currencies, in which
payment of the principal of and premium, if any, and interest, if any, on the
Securities of such series, or any Tranche thereof, shall be payable (if other
than in Dollars); it being understood that, for purposes of calculations under
this Indenture (including calculations of principal amount under Article IV),
any amounts denominated in a currency other than Dollars or in a composite
currency shall be converted to Dollar equivalents by calculating the amount of
Dollars which could have been purchased by the amount of such other currency
based on such quotations or methods of determination as shall be specified
pursuant to this clause (j);

     (k)    if the principal of or premium, if any, or interest, if any, on the
Securities of such series, or any Tranche thereof, are to be payable, at the
election of the Company or a Holder thereof, in a coin or currency other than
that in which the Securities are stated to be payable, the coin or currency in
which payment of any amount as to which such election is made will be payable,
the period or periods within which, and the terms and conditions upon which,
such election may be made; it being understood that, for purposes of
calculations under this Indenture (including calculations of principal amount
under Article IV), any such election shall be required to be taken into account,
in the manner contemplated in clause (j) of this paragraph, only after such
election shall have been made;

     (l)    if the principal of or premium, if any, or interest, if any, on the
Securities of such series, or any Tranche thereof, are to be payable, or are to
be payable at the election of the Company or a Holder thereof, in securities or
other property, the type and amount of such securities or other property, or the
formulary or other method or other means by which such amount shall be
determined, and the period or periods within which, and the terms and conditions
upon which, any such election may be made; it being understood that all
calculations under this Indenture (including calculations of principal amount
under Article IV) shall be made on the basis of the fair market value of such
securities or the Fair Value of such other property, in either case determined
as of the most recent practicable date, except that, in the case of any amount
of principal or interest that may be so payable at the election of the Company
or a Holder, if such election shall not yet have been made, such calculations
shall be made on the

                                       31
<Page>

basis of the amount of principal or interest, as the case may be, that would be
payable if no such election were made;

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

     (n)    if other than the principal amount thereof, the portion of the
principal amount of Securities of such series, or any Tranche thereof, which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 9.02;

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

     (p)    the obligations or instruments, if any, which shall be considered to
be Eligible Obligations in respect of the Securities of such series, or any
Tranche thereof, denominated in a currency other than Dollars or in a composite
currency such as the European Currency Unit, and any additional or alternative
provisions for the reinstatement of the Company's indebtedness in respect of
such Securities after the satisfaction and discharge thereof as provided in
Section 8.01;

     (q)    if the Securities of such series, or any Tranche thereof, are to be
issued in whole or in part in the form of one or more Global Securities, (i) any
limitations on the rights of the Holder or Holders of such Global Securities to
transfer or exchange the same or to obtain the registration of transfer thereof,
(ii) any limitations on the rights of the Holder or Holders thereof to obtain
certificates therefor in definitive form in lieu of temporary form, (iii) any
limitations on the rights of beneficial owners of interests in such Global
Securities to transfer or exchange the same, including the circumstances under
which any such changes may occur, if other than in the manner provided in
Section 3.05, (iv) the Depositary for such Global Security or Securities, and
(v) any and all other matters incidental to such Securities;

     (r)    if the Securities of such series, or any Tranche thereof, are to be
issuable as bearer securities, any and all matters incidental thereto which are
not specifically addressed in a supplemental indenture as contemplated by clause
(d) of Section 13.01;

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

     (t)    any exceptions to Section 1.15, or variation in the definition of
Business Day, with respect to the Securities of such series, or any Tranche
thereof;

     (u)    the terms of any sinking, improvement, maintenance, replacement or
analogous fund for any series;

                                       32
<Page>

     (v)    any other terms of the Securities of such series, or any Tranche
thereof which terms shall not be inconsistent with the provisions of this
Indenture; and

     (w)    any provisions permitted by this Indenture relating to covenants by
the Company with respect to the Securities of such Series.

     With respect to Securities of a series subject to a Periodic Offering, the
indenture supplemental hereto or the Board Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Board Resolution, as the case may be, may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of Section 4.01.

     All Securities of a series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution, and set forth in the Officer's Certificate (subject to Section
3.03), or in any supplemental indenture, required under this Section 3.01.

     If any of the terms of the Securities of any series, including the form of
Security of such series, are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary or other Authorized Officer of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
series of Securities. Unless otherwise provided, a series may be reopened,
without the consent of the Holders, for increases in the aggregate principal
amount of such series of Securities and issuances of additional Securities of
such series; provided that such additional Securities will rank equally with the
Securities of the series previously issued in all respects (except for the
payment of interest accrued on or prior to the issue date of such additional
Securities or except for the first payment of interest following the issue date
of such additional Securities) so that such additional Securities will be
consolidated and form a single series with the Securities of the series
previously issued and will have the same terms as to status, redemption and
otherwise. No additional Securities may be issued if an Event of Default under
the Indenture has occurred and is continuing with respect to the Securities.

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

     SECTION 3.02.  DENOMINATIONS. Unless otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, or any Tranche thereof,
the Securities of each series shall be issuable in denominations of One Thousand
Dollars ($1,000) and any integral multiple thereof.

                                       33
<Page>

     SECTION 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by an Authorized Officer
and need not be attested or have its corporate seal reproduced thereon. The
signature of an Authorized Officer on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at time of execution the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

     Unless otherwise specified as contemplated by Section 3.01 with respect to
any series of Securities, or any Tranche thereof, each Security shall be dated
the date of its authentication.

     Unless otherwise specified as contemplated by Section 3.01 with respect to
any series of Securities, or any Tranche thereof, no Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the
manual signature of one of its authorized signatories, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if (a) any Security shall have been authenticated and delivered
hereunder to the Company, or any Person acting on its behalf, but shall never
have been issued and sold by the Company, (b) the Company shall deliver such
Security to the Security Registrar for cancellation or shall cancel such
Security and deliver evidence of such cancellation to the Trustee, in each case
as provided in Section 3.09, and (c) the Company, at its election, shall deliver
to the Trustee a written statement (which need not comply with Section 1.04 and
need not be accompanied by an Officer's Certificate or an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, then,
for all purposes of this Indenture, such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.

     SECTION 3.04.  TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, or any Tranche thereof, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed,
photocopied or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities of such series in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

     Except as otherwise specified as contemplated by Section 3.01 with respect
to the Securities of any series, or any Tranche thereof, after the preparation
of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable, without charge to the Holder
thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for such Securities. Upon such
surrender of temporary Securities for cancellation, the Company shall, except as
aforesaid, execute and the Trustee shall authenticate and deliver in exchange
therefor definitive Securities of the same

                                       34
<Page>

series and Tranche, of authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under the Indenture as
definitive Securities of such series.

     SECTION 3.05.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept, with respect to the Securities of each series,
or any Tranche thereof, at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "SECURITY REGISTER") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities of
such series or Tranche and the registration of transfer thereof. The Trustee is
hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities
and transfers of Securities as herein provided. If any indenture supplemental
hereto refers to any transfer agents (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Securities,
the Company may at any time rescind the designation of any such transfer agent
or approve a change in the location through which such transfer agent acts,
provided that the Company maintains a transfer agent in each Place of Payment
for such series. The Company may at any time designate additional transfer
agents with respect to the Securities of any series, or any Tranche thereof.

     Upon surrender for registration of transfer of any Security of such series
or Tranche at the office or agency of the Company in a Place of Payment for such
series or Tranche, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount.

     Except as otherwise specified as contemplated by Section 3.01 with respect
to the Securities of any series, or any Tranche thereof, any Security of such
series or Tranche (other than a Global Security) may be exchanged at the option
of the Holder, for one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

     Notwithstanding the foregoing exchange provisions, and except as otherwise
specified in or contemplated by Section 3.01, a Global Security of any series
shall be exchangeable pursuant to this Section 3.05 for Securities registered in
the names of Persons other than the Depositary with respect to such series or
its nominee only as provided in this paragraph. A Global Security shall be
exchangeable pursuant to this Section if (a) such Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such series
or at any time ceases to be a clearing agency registered as such under the
Securities Exchange Act, (b) the Company executes and delivers to the Trustee an
Officer's Certificate providing that such Global Security shall be

                                       35
<Page>

so exchangeable, or (c) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Securities so issued in
exchange for a Global Security shall be of the same series, of like tenor, in
authorized denominations and in the aggregate having the same principal amount
as the Global Security exchanged, and shall be registered in such names as the
Depositary for such Global Security shall direct.

     None of the Company, the Trustee or any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial interests.

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

     Unless otherwise specified as contemplated by Section 3.01 with respect to
Securities of any series, or any Tranche thereof, no service charge shall be
made for any registration of transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, 5.07 or
13.06 not involving any transfer.

     Neither the Trustee nor the Company shall be required, pursuant to the
provisions of this Section 3.05, (i) to issue, register the transfer of or
exchange any Securities of any series (or of any Tranche thereof) during a
period beginning at the opening of business fifteen (15) days before the day of
the mailing of a notice of redemption of any such Securities of such series or
Tranche selected for redemption under Section 5.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except,
in the case of any Security to be redeemed in part, any portion not to be
redeemed.

     SECTION 3.06.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
and any agent of either of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and Tranche, and of like tenor and principal amount and bearing
a number not contemporaneously outstanding and shall cancel and destroy such
mutilated Security.

     If there shall be delivered to the Company and the Trustee (a) evidence to
their satisfaction of the destruction, loss or theft of any Security, and (b)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security is held by a Person purporting to be
the owner of such Security, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of

                                       36
<Page>

the same series and Tranche, and of like tenor and principal amount and bearing
a number not contemporaneously outstanding. If, after the delivery of such new
Security, a bona fide purchaser of the original Security in lieu of which such
new Security was issued presents for payment or registration such original
Security, the Trustee shall be entitled to recover such new Security from the
party to whom it was delivered or any party 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 expense incurred by
the Company and the Trustee in connection therewith and shall cancel and destroy
such new Security.

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

     Upon the issuance of any new Security under this Section 3.06, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of counsel to the Company and the fees
and expenses of the Trustee, its agents and counsel) connected therewith.

     Every new Security of any series issued pursuant to this Section 3.06 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.07.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise provided as contemplated by Section 3.01 with respect to the
Securities of any series, or any Tranche thereof, interest on any Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, or any
Tranche thereof, except that, unless otherwise provided in the Securities of
such series, or any Tranche thereof, interest payable on the Stated Maturity of
the principal of a Security shall be paid to the Person to whom principal is
paid. The initial payment of interest on any Security of any series which is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board Resolution pursuant to
Section 3.01 with respect to the related series of Securities. Except in the
case of a Global Security, at the option of the Company, interest on any series
of Securities may be paid (i) by check mailed to the address of the Person
entitled thereto as it shall appear on the Security Register of such series or
(ii) by wire transfer in immediately available funds at such place and to such
account as designated in writing by the Person entitled thereto as specified in
the Security Register of such series.

                                       37
<Page>

     Any Paying Agents will be identified in a supplemental indenture hereto.
The Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent; PROVIDED, HOWEVER, the Company at all times
will be required to maintain a Paying Agent in each Place of Payment for each
series of Securities.

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, any interest on any Security of any series which is
payable, but is not timely paid or duly provided for, on any Interest Payment
Date for Securities of such series (herein called "DEFAULTED INTEREST") shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(a) or (b) below:

     (a)    The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a date (herein called a "SPECIAL RECORD
DATE") for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as provided in this clause (a).
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than thirty (30) days and not less
than ten (10) days prior to the date of the proposed payment and not less than
twenty-five (25) days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall, not less
than fifteen (15) days prior to such Special Record Date, cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be given to each Holder of Securities of such series in the manner set forth
in Section 1.08, not less than ten (10) days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (b).

     (b)    The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
such Securities may be listed, traded or quoted, and upon such notice as may be
required by such exchange or automated quotation system, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section 3.07 and Section 3.05,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any

                                       38
<Page>

other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     SECTION 3.08.  PERSONS DEEMED OWNERS. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and (subject to Sections
3.05 and 3.07) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     All such payments so made to any such Person, or upon such Person's order,
shall be valid and, to the extent of the sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary as holder of any Security.

     SECTION 3.09.  CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section 3.09, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with a Company Request.

     SECTION 3.10.  COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, or any Tranche
thereof, interest on the Securities of each series shall be computed on the
basis of a three hundred sixty (360)-day year of twelve (12) thirty (30)-day
months and interest on the Securities of each series for any partial period
shall be computed on the basis of a three hundred sixty (360)-day year of twelve
(12) thirty (30)-day months and the actual number of days elapsed in any partial
month.

     SECTION 3.11.  CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" or other similar numbers (if then generally in use), and, if so, the
Trustee or Security Registrar may use "CUSIP" or such other numbers in 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 Securities or as contained in any notice of a

                                       39
<Page>

redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, in which case none of the Company or, as the
case may be, the Trustee or the Security Registrar, or any agent of any of them,
shall have any liability in respect of any CUSIP number used on any such notice,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company shall promptly notify the Trustee in writing of any
change in "CUSIP" numbers.

                                   ARTICLE IV

                             ISSUANCE OF SECURITIES

     SECTION 4.01.  GENERAL. Subject to the provisions of Section 4.02, 4.03 or
4.04, whichever may be applicable, the Trustee shall authenticate and deliver
Securities of a series, for original issue, at one time or from time to time in
accordance with the Company Order referred to below, upon receipt by the Trustee
of:

     (a)    the instrument or instruments establishing the form or forms and
terms of such series, as provided in Sections 2.01 and 3.01;

     (b)    a Company Order requesting the authentication and delivery of such
Securities and, to the extent that the terms of such Securities shall not have
been established in an indenture supplemental hereto or in a Board Resolution,
or in an Officer's Certificate pursuant to a supplemental indenture or Board
Resolution, all as contemplated by Section 3.01, either (i) establishing such
terms, or (ii) in the case of Securities of a series subject to a Periodic
Offering, specifying procedures, acceptable to the Trustee, by which such terms
are to be established (which procedures may provide for authentication and
delivery pursuant to verbal or electronic instructions from the Company or any
agent or agents thereof, which verbal instructions are to be promptly confirmed
electronically or in writing), in either case in accordance with the instrument
or instruments delivered pursuant to clause (a) above;

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

     (d)    an Opinion of Counsel to the effect that:

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

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

     (iii)  when such Securities shall have been authenticated and delivered by
            the Trustee and issued and delivered by the Company in the manner
            and subject to any conditions specified in such Opinion of Counsel,
            such Securities will constitute valid and binding obligations of the
            Company, entitled to the benefit of the Lien of this Indenture
            equally and ratably with all other Securities then Outstanding;

                                       40
<Page>

     PROVIDED, HOWEVER, that, with respect to Securities of a series subject to
     a Periodic Offering, the Trustee shall be entitled to receive such Opinion
     of Counsel only once at or prior to the time of the first authentication
     and delivery of such Securities (provided that such Opinion of Counsel
     addresses the authentication and delivery of all such Securities) and that,
     in lieu of the opinions described in clauses (ii) and (iii) above, counsel
     may opine that:

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

            (B)   when such Securities shall have been authenticated and
                  delivered by the Trustee in accordance with this Indenture and
                  the Company Order or Orders or the specified procedures
                  referred to in paragraph (a) above and issued and delivered by
                  the Company in the manner and subject to any conditions
                  specified in such Opinion of Counsel, such Securities will
                  constitute valid and binding obligations of the Company,
                  entitled to the benefit of the Lien of this Indenture equally
                  and ratably with all other Securities then Outstanding;

     (e)    an Officer's Certificate to the effect that, to the knowledge of the
signer, no Event of Default has occurred and is continuing; PROVIDED, HOWEVER,
that with respect to Securities of a series subject to a Periodic Offering,
either (i) such an Officer's Certificate shall be delivered at the time of the
authentication and delivery of each Security of such series, or (ii) the
Officer's Certificate delivered at or prior to the time of the first
authentication and delivery of the Securities of such series shall state that
the statements therein shall be deemed to be made at the time of each, or each
subsequent, authentication and delivery of Securities of such series; and

     (f)    such other Opinions of Counsel, certificates and other documents as
may be required under Section 4.02, 4.03 or 4.04, whichever may be applicable to
the authentication and delivery of the Securities of such series.

     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon one or more Opinions of Counsel and the
certificates and other documents delivered pursuant to this Article IV at or
prior to the time of the first authentication and delivery of Securities of such
series until any of such opinions, certificates or other documents have been
superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
applicable law to which the Company is subject.

                                       41
<Page>

     Anything herein to the contrary notwithstanding, none of the conditions
specified in Sections 4.02, 4.03 and 4.04 shall be required to be satisfied in
connection with the initial authentication and delivery of the Securities of the
Initial Series.

     SECTION 4.02.  ISSUANCE OF SECURITIES ON THE BASIS OF PROPERTY ADDITIONS.

     (a)    Securities of any one or more series may be authenticated and
delivered on the basis of Property Additions which do not constitute Funded
Property in a principal amount not exceeding seventy percent (70%) of the
balance of the Cost or the Fair Value to the Company of such Property Additions
(whichever shall be less) after making any deductions and any additions pursuant
to Section 1.03(b) except as otherwise specified in clause (b) of this Section
4.02.

     (b)    Securities of any series shall be authenticated and delivered by the
Trustee on the basis of Property Additions upon receipt by the Trustee of:

     (i)    the documents with respect to the Securities of such series
            specified in Section 4.01;

     (ii)   an Expert's Certificate dated as of a date not more than ninety (90)
            days prior to the date of the Company Order requesting the
            authentication and delivery of such Securities:

            (A)   describing generally all property constituting Property
                  Additions and designated by the Company, in its discretion, to
                  be made the basis of the authentication and delivery of such
                  Securities (such description of property to be made by
                  reference, at the election of the Company, either to specified
                  items, units or elements of property or portions thereof, on a
                  percentage or Dollar basis, or to properties reflected in
                  specified accounts or subaccounts in the Company's books of
                  account or portions thereof, on a Dollar basis), and stating
                  the Cost of such property;

            (B)   stating that all such property constitutes Property Additions;

            (C)   stating that such Property Additions are desirable for use in
                  the conduct of the business, or one of the businesses, of the
                  Company;

            (D)   stating that such Property Additions, to the extent of the
                  Cost or Fair Value to the Company thereof (whichever is less)
                  to be made the basis of the authentication and delivery of
                  such Securities, do not constitute Funded Property;

            (E)   stating, except as to Property Additions acquired, made or
                  constructed wholly through the delivery of securities or other
                  property or the incurrence of other obligations, that the
                  amount of cash forming all or part of the Cost thereof was
                  equal to or more than an amount to be stated therein;

                                       42
<Page>

            (F)   briefly describing, with respect to any Property Additions
                  acquired, made or constructed in whole or in part through the
                  delivery of securities or other property or the incurrence of
                  other obligations, the securities or other property so
                  delivered or obligations so incurred and stating the date of
                  such delivery or incurrence;

            (G)   stating what part, if any, of such Property Additions includes
                  property which within six months prior to the date of
                  acquisition thereof by the Company had been used or operated
                  by others than the Company in a business similar to that in
                  which it has been or is to be used or operated by the Company
                  and stating whether or not, in the judgment of the signers,
                  the Fair Value thereof to the Company, as of the date of such
                  certificate, is less than Twenty-Five Thousand Dollars
                  ($25,000) and whether or not such Fair Value is less than one
                  percent (1%) of the sum of the aggregate principal amount of
                  Securities then Outstanding;

            (H)   stating, in the judgment of the signers, the Fair Value to the
                  Company, as of the date of such certificate, of such Property
                  Additions, except any thereof with respect to the Fair Value
                  to the Company of which a statement is to be made in an
                  Independent Expert's Certificate pursuant to clause (iii)
                  below;

            (I)   stating the amount required to be deducted under Section
                  1.03(b)(i) and the amounts elected to be added under Section
                  1.03(b)(ii) in respect of Funded Property retired of the
                  Company;

            (J)   if any property included in such Property Additions is subject
                  to a Lien of the character described (a) in clause (d) of the
                  definition of Permitted Liens, stating that such Lien does
                  not, in the judgment of the signers, materially impair the use
                  by the Company of the Mortgaged Property considered as a whole
                  for the purposes for which it is held by the Company, or (b)
                  in clause (g) of the definition of Permitted Liens, stating
                  that such Lien does not, in the judgment of the signers, in
                  the aggregate materially impair the use by the Company of such
                  property, considered as a whole for the purposes for which it
                  is held by the Company or (c) in clause (n)(ii) of the
                  definition of Permitted Liens, stating that the enforcement of
                  such Lien would not, in the judgment of the signers, adversely
                  affect the interests of the Company in such property in any
                  material respect;

            (K)   stating the lower of the Cost or the Fair Value to the Company
                  of such Property Additions, after the deductions therefrom and
                  additions thereto specified in such Expert's Certificate
                  pursuant to clause (I) above;

            (L)   stating the amount equal to seventy percent (70%) of the
                  amount required to be stated pursuant to clause (K) above; and

                                       43
<Page>

            (M)   stating the aggregate principal amount of the Securities to be
                  authenticated and delivered on the basis of such Property
                  Additions (such amount not to exceed the amount stated
                  pursuant to clause (L) above);

     (iii)  in case any Property Additions are shown by the Expert's Certificate
            provided for in clause (ii) above to include property which, within
            six (6) months prior to the date of acquisition thereof by the
            Company, had been used or operated by others than the Company in a
            business similar to that in which it has been or is to be used or
            operated by the Company and such certificate does not show the Fair
            Value thereof to the Company, as of the date of such certificate, to
            be less than Twenty-Five Thousand Dollars ($25,000) or less than one
            percent (1%) of the sum of the aggregate principal amount of
            Securities then Outstanding, an Independent Expert's Certificate
            stating, in the judgment of the signer, the Fair Value to the
            Company, as of the date of such Independent Expert's Certificate, of
            (A) such Property Additions which have been so used or operated and
            (at the option of the Company) as to any other Property Additions
            included in the Expert's Certificate provided for in clause (ii)
            above, and (B) in case such Independent Expert's Certificate is
            being delivered in connection with the authentication and delivery
            of Securities, any property so used or operated which has been
            subjected to the Lien of this Indenture since the commencement of
            the then current calendar year as the basis for the authentication
            and delivery of Securities and as to which an Independent Expert's
            Certificate has not previously been furnished to the Trustee;

     (iv)   in case any Property Additions are shown by the Expert's Certificate
            provided for in clause (ii) above to have been acquired, made or
            constructed in whole or in part through the delivery of securities
            or other property or the incurrence of an obligation, an Expert's
            Certificate stating, in the judgment of the signers, the fair market
            value in cash of such securities or other property or other
            obligation at the time of delivery thereof in payment for or for the
            acquisition of such Property Additions;

     (v)    an Opinion of Counsel to the effect that this Indenture constitutes,
            or, upon the delivery of, and/or the filing and/or recording in the
            proper places and manner of, the instruments of conveyance,
            assignment or transfer, if any, specified in such opinion, will
            constitute, a Lien on all the Property Additions to be made the
            basis of the authentication and delivery of such Securities, subject
            to no Lien thereon prior to the Lien of this Indenture except
            Permitted Liens; and the Company has the corporate authority to
            operate such Property Additions; and

     (vi)   copies of the instruments of conveyance, assignment and transfer, if
            any, specified in the Opinion of Counsel provided for in clause (v)
            above.

                                       44
<Page>

     SECTION 4.03.  ISSUANCE OF SECURITIES ON THE BASIS OF RETIRED SECURITIES.

     (a)    Securities of any one or more series may be authenticated and
delivered on the basis of, and in an aggregate principal amount not exceeding
the aggregate principal amount of, Retired Securities.

     (b)    Securities of any series shall be authenticated and delivered by the
Trustee on the basis of Retired Securities upon receipt by the Trustee of:

     (i)    the documents with respect to the Securities of such series
            specified in Section 4.01; and

     (ii)   an Officer's Certificate stating that Retired Securities, specified
            by series, in an aggregate principal amount not less than the
            aggregate principal amount of Securities to be authenticated and
            delivered, have theretofore been authenticated and delivered and, as
            of the date of such Officer's Certificate, constitute, or will
            constitute upon the application of the proceeds of issuance of the
            Securities to be authenticated and delivered on the basis of such
            Retired Securities to the repayment of the aggregate principal
            amount of such Retired Securities, Retired Securities and are the
            basis for the authentication and delivery of such Securities.

     SECTION 4.04.  ISSUANCE OF SECURITIES ON THE BASIS OF DEPOSIT OF CASH.

     (a)    Securities of any one or more series may be authenticated and
delivered on the basis of, and in an aggregate principal not exceeding the
amount of, any deposit with the Trustee of cash for such purpose.

     (b)    Securities of any series shall be authenticated and delivered by the
Trustee on the basis of the deposit of cash when the Trustee shall have
received, in addition to such deposit, the documents with respect to the
Securities of such series specified in Section 4.01.

     (c)    All cash deposited with the Trustee under the provisions of this
Section shall be held by the Trustee as a part of the Mortgaged Property and may
be withdrawn from time to time by the Company, upon application of the Company
to the Trustee, in an amount equal to the aggregate principal amount of
Securities to the authentication and delivery of which the Company shall be
entitled under any of the provisions of this Indenture by virtue of compliance
with all applicable provisions of this Indenture (except as hereinafter in this
clause (c) otherwise provided).

     Upon any such application for withdrawal, the Company shall comply with all
applicable provisions of this Indenture relating to the authentication and
delivery of Securities except that the Company shall not in any event be
required to deliver the documents specified in 4.01. Any withdrawal of cash
under this clause (c) shall operate as a waiver by the Company of its right to
the authentication and delivery of the Securities on which it is based and such
Securities may not thereafter be authenticated and delivered hereunder. Any
Property Additions which have been made the basis of any such right to the
authentication and delivery of Securities so waived shall be deemed to have been
made the basis of the withdrawal of such cash and any Retired Securities which
have been made the basis of any such right to the authentication and delivery of

                                       45
<Page>

Securities so waived shall be deemed to have been made the basis of the
withdrawal of such cash.

     (d)    If at any time the Company shall so direct, any sums deposited with
the Trustee under the provisions of this Section may be used or applied to the
purchase, payment or redemption of Securities in the manner and subject to the
conditions provided in clauses (d) and (e) of Section 7.06.

                                    ARTICLE V

                            REDEMPTION OF SECURITIES

     SECTION 5.01.  APPLICABILITY OF ARTICLE. Securities of any series, or any
Tranche thereof, which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by 3.01 for Securities of such series or Tranche) in accordance
with this Article.

     SECTION 5.02.  ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or in
another manner specified as contemplated by Section 3.01 for such Securities. In
case of any redemption at the election of the Company of less than all the
Securities of any series (including any such redemption affecting only a single
Security), the Company shall, not less than forty-five (45) nor more than sixty
(60) days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series, or any
Tranche thereof, to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction or condition.

     SECTION 5.03.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series, or any Tranche thereof, are to be
redeemed (unless all the Securities of such series or Tranche and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than sixty (60) days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series, or such Tranche, not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of a portion of the
principal amount of any Security of such series, or such Tranche, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series,
or any Tranche thereof, and of a specified tenor are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than sixty (60) days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series, or such
Tranche, and of such specified tenor not previously called for redemption in
accordance with the preceding sentence.

                                       46
<Page>

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
If the Company shall so direct, Securities registered in the name of the Company
or any Affiliate thereof, or owned of record and beneficially by, and not
pledged by the Company or an Affiliate of the Company, shall not be included in
the Securities selected for redemption.

     SECTION 5.04.  NOTICE OF REDEMPTION. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his or her address appearing in the Security Register.

     With respect to Securities of each series, or any Tranche thereof, to be
redeemed, each notice of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

     (a)    the Redemption Date;

     (b)    the Redemption Price;

     (c)    if less than all the Outstanding Securities of any series, or any
Tranche thereof, consisting of more than a single Security are to be redeemed,
the identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series, or any Tranche
thereof, consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;

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

     (e)    the place or places where such Securities are to be surrendered for
payment of the Redemption Price and accrued interest, if any, unless it shall
have been specified as contemplated by Section 3.01 with respect to such
Securities that such surrender shall not be required;

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

                                       47
<Page>

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

With respect to any notice of redemption of Securities at the election of the
Company, unless, upon the giving of such notice, such Securities shall be deemed
to have been paid in accordance with Section 8.01, such notice may state that
such redemption shall be conditional upon the receipt by the Paying Agent or
Agents for such Securities, on or prior to the date fixed for such redemption,
of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money shall not have been so
received such notice shall be of no force or effect and the Company shall not be
required to redeem such Securities. In the event that such notice of redemption
contains such a condition and such money is not so received, the redemption
shall not be made and within a reasonable time thereafter notice shall be given,
in the manner in which the notice of redemption was given, that such money was
not so received and such redemption was not required to be made, and the Paying
Agent or Agents for the Securities otherwise to have been redeemed shall
promptly return to the Holders thereof any of such Securities which had been
surrendered for payment upon such redemption.

     Notice of redemption of Securities to be redeemed at the election of the
Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid, shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, a failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

     SECTION 5.05.  DEPOSIT OF REDEMPTION PRICE. On or before the Redemption
Date specified in the notice of redemption given as provided in Section 5.04,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 6.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

     SECTION 5.06.  SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such
notice having been satisfied, the Securities or portions thereof so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless, in the case of an
unconditional notice of redemption, the Company shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities or portions
thereof, if interest bearing, shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with such notice, such Security
or portion thereof shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; PROVIDED,
HOWEVER, that no such surrender shall be a condition to such payment if so
specified as contemplated by Section 3.01 with respect to such Security; and
PROVIDED, FURTHER, that, except as otherwise specified as contemplated by
Section 3.01 with respect to such Security, any installment of interest on any
Security the Stated Maturity of which installment is on or prior to the
Redemption Date shall be payable to the Holder of such Security, or one or more
Predecessor Securities, registered as such at the close of business on the
related Record Date according to the

                                       48
<Page>

terms of such Security and subject to the provisions of Section 3.07. If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security.

     SECTION 5.07.  SECURITIES REDEEMED IN PART. Any Security (including any
Global Security) which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE VI

                                    COVENANTS

     SECTION 6.01.  PAYMENT OF SECURITIES; LAWFUL POSSESSION; MAINTENANCE OF
LIEN.

     (a)    The Company covenants and agrees that it will duly and punctually
pay the principal of and any premium and interest on the Securities of each
series in accordance with the terms of such Securities and this Indenture.

     (b)    At the date of the execution and delivery of this Indenture, as
originally executed and delivered, the Company is lawfully possessed of the
Mortgaged Property.

     (c)    The Company shall maintain and preserve the Lien of this Indenture
so long as any Securities shall remain Outstanding, subject, however, to the
provisions of Article VII and Article XIII.

     SECTION 6.02.  MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in each Place of Payment for the Securities of each series, or any Tranche
thereof, an office or agency where Securities of that series or Tranche may be
presented or surrendered for payment, where Securities of that series or Tranche
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities of that series
or Tranche and this Indenture may be served. The Company initially appoints the
Trustee, acting through its Corporate Trust Office, as its agent for such
purpose. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency and prompt
notice to the Holders of any such change in the manner specified in Section
1.08. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                                       49
<Page>

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series, or any Tranche thereof,
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; PROVIDED, HOWEVER, that, unless otherwise
specified as contemplated by Section 3.01 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee, and prompt notice to the Holders in the
manner specified in Section 1.08, of any such designation or rescission and of
any change in the location of any such other office or agency.

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

     SECTION 6.03.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to the
Securities of any series, or any Tranche thereof, it will, on or before each due
date of the principal of or any premium or interest on any such Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of any failure by the Company (or
any other obligor on such Securities) to make any payment of principal of or any
premium or interest on such Securities.

     Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it will provide to a Paying
Agent a sum sufficient to pay the principal of or any premium or interest on
such Securities, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act.

     The Company will cause each Paying Agent for the Securities of any series,
or any Tranche thereof, other than the Company or the Trustee, to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 6.03, that such Paying
Agent will:

     (a)    comply with the provisions of the Trust Indenture Act applicable to
it as a Paying Agent;

     (b)    give the Trustee notice of any default by the Company in the making
of any payment of principal or any premium or interest on the Securities of that
series; and

     (c)    during the continuance of any default by the Company (or any other
obligor upon such Securities), upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of such Securities.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent,

                                       50
<Page>

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

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

     SECTION 6.04.  EXISTENCE. Subject to Article XII and the Company's ability
to convert into a limited liability company, limited partnership or limited
liability partnership or other legal entity under applicable law, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence. In connection with the conversion of
the Company into a limited liability company, limited partnership or limited
liability partnership or other legal entity under applicable law, the Company
will execute and deliver to the Trustee a supplemental indenture to this
Indenture, in form and substance satisfactory to the Trustee, evidencing such
conversion and confirming that all obligations and liabilities of the Company
hereunder and under any Securities remain in full force and effect. Subject to
Article XII and this Section 6.04, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its limited
liability company, limited partnership or limited liability partnership or other
existence, as applicable.

     SECTION 6.05.  MAINTENANCE OF PROPERTIES. The Company shall cause (or, with
respect to property owned in common with others, make reasonable effort to
cause) the Mortgaged Property, considered as a whole, to be maintained and kept
in good condition, repair and working order and shall cause (or, with respect to
property owned in common with others, make reasonable effort to cause) to be
made such repairs, renewals, replacements, betterments and improvements thereof,
as, in the judgment of the Company, may be necessary in order that the operation
of the Mortgaged Property, considered as a whole, may be conducted in accordance
with common industry practice; PROVIDED, HOWEVER, that nothing in this Section
shall prevent the Company from discontinuing, or causing the discontinuance of,
the operation and maintenance of any portion of the Mortgaged Property; and
PROVIDED, FURTHER, that nothing in this Section shall prevent the Company from
selling, transferring or otherwise disposing of, or causing the sale, transfer
or other disposition of, any portion of the Mortgaged Property or other
property, subject to the provisions of this Indenture.

                                       51
<Page>

     SECTION 6.06.  PAYMENT OF TAXES; DISCHARGE OF LIENS. The Company shall pay
or cause to be paid all taxes and assessments and other governmental charges
lawfully levied or assessed upon the Mortgaged Property, or upon any part
thereof, or upon the interest of the Trustee in the Mortgaged Property or the
indebtedness secured hereby, before the same shall become delinquent, and shall
make reasonable effort to observe and conform in all material respects to all
valid requirements of any Governmental Authority relative to any of the
Mortgaged Property and all covenants, terms and conditions upon or under which
any of the Mortgaged Property is held; and the Company shall not suffer any Lien
to be created upon the Mortgaged Property, or any part thereof, prior to the
Lien hereof, other than Permitted Liens, and other than, in the case of Property
Additions, Purchase Money Liens and any other Liens existing or placed thereon
at the time of the acquisition thereof; PROVIDED, HOWEVER, that nothing in this
Section contained shall require the Company (a) to pay or discharge or to cause
to be paid or discharged, or to make provision for, any such Lien, or to pay any
such tax, assessment or governmental charge so long as (i) the amount,
applicability or validity thereof shall be contested in good faith and by
appropriate proceedings, (ii) such Lien, tax, assessment or charge is not
greater than Five Million Dollars ($5,000,000) or (iii) the Company shall have
established a specific reserve fund therefor and shall maintain adequate
reserves on its books for payment of the same, (b) to pay, discharge or make
provisions for any tax, assessment or other governmental charge lawfully levied
or assessed or imposed, the validity of which shall not be so contested if
adequate security for the payment of such tax, assessment or other governmental
charge and for any penalties or interest which may reasonably be anticipated
from failure to pay the same shall be given to the Trustee, or (c) to pay,
discharge or make provisions for any Liens existing on the Mortgaged Property at
the date of execution and delivery of this Indenture, as originally executed and
delivered; and PROVIDED, FURTHER, that nothing in this Section shall prohibit
the issuance or other incurrence of additional indebtedness, or the refunding of
outstanding indebtedness, secured by any Lien prior to the Lien hereof which is
permitted under this Section to continue to exist.

     SECTION 6.07.  INSURANCE.

     (a)    The Company shall (i) keep or cause to be kept all the Mortgaged
Property insured against loss by fire, to the extent that property of similar
character is usually so insured by companies similarly situated and operating
like properties, to a reasonable amount, by reputable insurance companies, the
proceeds of such insurance (except as to any loss of Excepted Property and
except as to any particular loss less than the greater of (A) Ten Million
Dollars ($10,000,000) and (B) three percent (3%) of the sum of the principal
amount of Securities Outstanding on the date of such particular loss) to be made
payable, subject to applicable law, to the Trustee as the interest of the
Trustee may appear or to the trustee or other holder of a Lien prior to the Lien
hereof upon property subject to the Lien hereof, if the terms thereof require
such payment, or (ii) in lieu of or supplementing such insurance in whole or in
part, adopt some other method or plan of protection against loss by fire at
least equal in protection to the method or plan of protection against loss by
fire of Persons similarly situated and operating properties subject to similar
fire hazards or properties on which an equal primary fire insurance rate has
been set by reputable insurance companies; and if the Company shall adopt such
other method or plan of protection, it shall, subject to applicable law (and
except as to any loss of Excepted Property and except as to any particular loss
less than the greater of (A) Ten Million Dollars ($10,000,000) and (B) three
percent (3%) of the principal amount of Securities Outstanding on the date of
such particular loss) pay to the Trustee on account of any loss covered by such
method or plan an

                                       52
<Page>

amount in cash equal to the amount of such loss less any amounts otherwise paid
to the Trustee in respect of such loss or paid to the trustee or other holder of
any Lien prior to the Lien hereof upon property subject to the Lien hereof in
respect of such loss if the terms thereof require such payment. Any cash so
required to be paid by the Company pursuant to any such method or plan shall for
the purposes of this Indenture be deemed to be proceeds of insurance. In case of
the adoption of such other method or plan of protection after the date of the
execution and delivery of this Indenture, as originally executed and delivered,
the Company shall also furnish to the Trustee a certificate of an actuary or
other qualified person appointed by the Company with respect to the adequacy of
such method or plan.

     Anything herein to the contrary notwithstanding, the Company may have fire
insurance policies with (i) a deductible provision in a dollar amount per
occurrence not exceeding the greater of (A) Ten Million Dollars ($10,000,000)
and (B) three percent (3%) of the principal amount of the Securities Outstanding
on the date such policy goes into effect, or (ii) co-insurance or self insurance
provisions with a dollar amount per occurrence not exceeding thirty percent
(30%) of the loss proceeds otherwise payable; PROVIDED, HOWEVER, that the dollar
amount described in clause (i) above may be exceeded to the extent such dollar
amount per occurrence is below the deductible amount in effect as to fire
insurance (1) on property of similar character insured by companies similarly
situated and operating like property or (2) on property as to which an equal
primary fire insurance rate has been set by reputable insurance companies.

     (b)    All moneys paid to the Trustee by the Company in accordance with
this Section or received by the Trustee as proceeds of any insurance, in either
case on account of a loss on or with respect to Funded Property, shall, subject
to the requirements of any prior Lien upon property subject to the Lien hereof,
be held by the Trustee and, subject as aforesaid, shall be paid by it from time
to time to the Company to reimburse the Company for amounts (including
incremental amounts) expended or committed for expenditure in the rebuilding,
renewal or replacement of or substitution for the property destroyed or damaged
or lost, upon receipt by the Trustee of:

     (i)    a Company Request requesting such payment;

     (ii)   an Expert's Certificate:

            (A)   describing the property so damaged or destroyed or otherwise
                  lost;

            (B)   stating the Cost of such property (or, if the Fair Value to
                  the Company of such property at the time the same became
                  Funded Property was certified to be an amount less than the
                  Cost thereof, then such Fair Value, as so certified, in lieu
                  of Cost) or, if such damage or destruction shall have affected
                  only a portion of such property, stating the allocable portion
                  of such Cost or Fair Value;

            (C)   stating the amounts so expended or committed for expenditure
                  in the rebuilding, renewal, replacement of or substitution for
                  such property; and

                                       53
<Page>

            (D)   stating the Fair Value to the Company of such property as
                  rebuilt or renewed or as to be rebuilt or renewed or of the
                  replacement or substituted property, and if:

                  (1)   within six months prior to the date of acquisition
                        thereof by the Company, such property has been used or
                        operated, by a person or persons other than the Company,
                        in a business similar to that in which it has been or is
                        to be used or operated by the Company; and

                  (2)   the Fair Value to the Company of such property as set
                        forth in such Expert's Certificate is not less than
                        Twenty-Five Thousand Dollars ($25,000) and not less than
                        one percent (1%) of the aggregate principal amount of
                        the Securities at the time Outstanding,

                  the Expert making the statement required by this clause (D)
                  shall be an Independent Expert; and

     (iii)  an Opinion of Counsel stating that, in the opinion of the signer,
            the property so rebuilt or renewed or to be rebuilt or renewed, or
            the replacement property, is or will be subject to the Lien hereof
            to the same extent as was the property so destroyed or damaged or
            otherwise lost.

     Any such moneys not so applied within thirty-six (36) months after its
receipt by the Trustee, or in respect of which notice in writing of intention to
apply the same to the work of rebuilding, renewal, replacement or substitution
then in progress and uncompleted shall not have been given to the Trustee by the
Company within such thirty-six (36) months, or which the Company shall at any
time notify the Trustee is not to be so applied, shall thereafter be withdrawn,
used or applied in the manner, to the extent and for the purposes, and subject
to the conditions, provided in Section 7.05; PROVIDED, HOWEVER, that if the
amount of such moneys shall exceed seventy percent (70%) of the amount stated
pursuant to clause (B) in the Expert's Certificate referred to above, the amount
of such excess shall not be deemed to be Funded Cash, shall not be subject to
Section 7.05 and shall be remitted to or upon the order of the Company upon the
withdrawal, use or application of the balance of such moneys pursuant to Section
7.05.

     Anything in this Indenture to the contrary notwithstanding, if property on
or with respect to which a loss occurs constitutes Funded Property in part only,
the Company may, at its election, obtain the reimbursement of insurance proceeds
attributable to the part of such property which constitutes Funded Property
under this clause (b) and obtain the reimbursement of insurance proceeds
attributable to the part of such property which does not constitute Funded
Property under clause (c) of this Section 6.07.

     (c)    All moneys paid to the Trustee by the Company in accordance with
this Section or received by the Trustee as proceeds of any insurance, in either
case on account of a loss on or with respect to property which does not
constitute Funded Property, shall, subject to the requirements of any other Lien
prior hereto upon property subject to the Lien hereof, be held by the Trustee
and, subject as aforesaid, shall be paid by it to the Company upon receipt by
the Trustee of:

                                       54
<Page>

     (i)    a Company Request requesting such payment;

     (ii)   an Expert's Certificate stating:

            (A)   that such moneys were paid to or received by the Trustee on
                  account of a loss on or with respect to property which does
                  not constitute Funded Property; and

            (B)   if true, either (1) that the aggregate amount of the Cost or
                  Fair Value to the Company (whichever is less) of all Property
                  Additions which do not constitute Funded Property (excluding,
                  to the extent of such loss, the property on or with respect to
                  which such loss was incurred), after making deductions
                  therefrom and additions thereto of the character contemplated
                  by Section 1.03, is not less than zero (0) or (2) that the
                  amount of such loss does not exceed the aggregate Cost or Fair
                  Value to the Company (whichever is less) of Property Additions
                  acquired, made or constructed on or after the ninetieth (90th)
                  day prior to the date of the Company Request requesting such
                  payment; or

            (C)   if neither of the statements contemplated in subclause (B)
                  above can be made, the amount by which zero (0) exceeds the
                  amount referred to in subclause (B)(1) above (showing in
                  reasonable detail the calculation thereof); and

     (iii)  if the Expert's Certificate required by clause (ii)(B) above
            contains neither of the statements contemplated in clause (ii) (B)
            above, an amount in cash, to be held by the Trustee as part of the
            Mortgaged Property, equal to seventy percent (70%) of the amount
            shown in clause (ii) (C) above.

To the extent that the Company shall be entitled to withdraw proceeds of
insurance pursuant to this clause (c), such proceeds shall be deemed not to
constitute Funded Cash.

     (d)    Whenever under the provisions of this Section the Company is
required to deliver moneys to the Trustee and at the same time shall have
satisfied the conditions set forth herein for payment of moneys by the Trustee
to the Company, there shall be paid to or retained by the Trustee or paid to the
Company, as the case may be, only the net amount.

     SECTION 6.08.  RECORDING, FILING, ETC. The Company shall cause this
Indenture and all indentures and instruments supplemental hereto (or notices,
memoranda or financing statements as may be recorded or filed to place third
parties on notice thereof) to be promptly recorded and filed and re-recorded and
re-filed in such manner and in such places, as may be required by applicable law
in order fully to preserve and protect the security of the Holders and all
rights of the Trustee, and shall furnish to the Trustee:

     (a)    promptly after the execution and delivery of this Indenture, as
originally executed and delivered, and of each supplemental indenture, an
Opinion of Counsel either stating that in the opinion of such counsel this
Indenture or such supplemental indenture (or any other instrument, notice,
memorandum or financing statement in connection therewith) has been

                                       55
<Page>

properly recorded and filed, so as to make effective the Lien intended to be
created hereby or thereby, and reciting the details of such action, or stating
that in the opinion of such counsel no such action is necessary to make such
Lien effective. The Company shall be deemed to be in compliance with this clause
(a) if (i) the Opinion of Counsel herein required to be delivered to the Trustee
shall state that this Indenture or such supplemental indenture (or any other
instrument, notice, memorandum or financing statement in connection therewith)
has been received for record or filing in each jurisdiction in which it is
required to be recorded or filed and that, in the opinion of such counsel (if
such is the case), such receipt for record or filing makes effective the Lien
intended to be created by this Indenture or such supplemental indenture, and
(ii) such opinion is delivered to the Trustee within such time, following the
date of the execution and delivery of this Indenture, as originally executed and
delivered, or such supplemental indenture, as shall be practicable having due
regard to the number and distance of the jurisdictions in which this Indenture
or such supplemental indenture (or such other instrument, notice, memorandum or
financing statement in connection therewith) is required to be recorded or
filed; and

     (b)    on or before April 1st of each year, beginning April 1, 2004, an
Opinion of Counsel stating either (i) that in the opinion of such counsel such
action has been taken, since the date of the most recent Opinion of Counsel
furnished pursuant to this clause (b) or the first Opinion of Counsel furnished
pursuant to clause (a) of this Section, with respect to the recording, filing,
re-recording, and re-filing of this Indenture and of each indenture supplemental
to this Indenture (or any other instrument, notice, memorandum or financing
statement in connection therewith), as is necessary to maintain the
effectiveness of the Lien hereof, subject to the last paragraph of this Section
6.08, and reciting the details of such action, or (ii) that in the opinion of
such counsel no such action is necessary to maintain the effectiveness of such
Lien, subject to the last paragraph of this Section 6.08.

     The Company shall execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts as may be
necessary or proper to carry out the purposes of this Indenture and to make
subject to the Lien hereof any property hereafter acquired, made or constructed
and intended to be subject to the Lien hereof, and to transfer to any new
trustee or trustees or co-trustee or co-trustees, the estate, powers,
instruments or funds held in trust hereunder.

     Notwithstanding anything to the contrary set forth in Section 6.08, neither
the Indenture nor any supplemental indenture thereto nor any Uniform Commercial
Code fixture filing shall be required to be recorded with respect to easements,
rights-of-way or other similar interests in real property held by the Company in
any Subject Jurisdiction with respect to which the Company has the power of
eminent domain or the right to cause or direct any Governmental Authority or
Person to exercise its right of eminent domain. Any certificate or opinion
required to be delivered under this Indenture may be appropriately qualified to
reflect the Company's obligations with respect to the filing of the Indenture,
any supplemental indenture or any Uniform Commercial Code fixture filing, as
modified by this paragraph.

     SECTION 6.09.  WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in:

                                       56
<Page>

     (a)    any covenant or restriction specified with respect to the Securities
of any one or more series, or any one or more Tranches thereof, as contemplated
by Section 3.01 if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches with respect to which compliance with such covenant or
restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition; PROVIDED, HOWEVER, that no
such waiver shall be effective as to any of the matters contemplated in clause
(a), (b), (c) or (d) in Section 13.02 without the consent of the Holders
specified in such Section 13.02; and

     (b)    Section 6.04, 6.05, 6.06 or 6.07 or Article XII if before the time
for such compliance the Holders of at least a majority in principal amount of
Securities Outstanding under this Indenture shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition;

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

     SECTION 6.10.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. Within
one-hundred twenty (120) days after the end of each fiscal year of the Company
ending after the date hereof, the Company shall deliver to the Trustee an
Officer's Certificate which need not comply with Section 1.05, executed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, as to such officer's knowledge of the
Company's compliance with all conditions and covenants under this Indenture,
such compliance to be determined (solely for the purpose of this Section 6.10)
without regard to any period of grace or requirement of notice under this
Indenture.

                                   ARTICLE VII

                POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY

     SECTION 7.01.  QUIET ENJOYMENT. Unless one or more Events of Default shall
have occurred and be continuing, the Company shall be permitted to possess, use
and enjoy the Mortgaged Property (except, to the extent not herein otherwise
provided, such cash and securities as are expressly required to be deposited
with the Trustee).

     SECTION 7.02.  DISPOSITIONS WITHOUT RELEASE. Unless an Event of Default
shall have occurred and be continuing, the Company may at any time and from time
to time, without any release or consent by, or report to, the Trustee:

     (a)    sell or otherwise dispose of, free from the Lien of this Indenture,
any machinery, equipment, apparatus, towers, transformers, poles, lines, cables,
conduits, ducts, conductors, meters, regulators, holders, tanks, retorts,
purifiers, odorizers, scrubbers, compressors, valves, pumps, mains, pipes,
service pipes, fittings, connections, services, tools, implements, or any other
fixtures or personalty, then subject to the Lien hereof, which shall have become
old,

                                       57
<Page>

inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or
unnecessary for use in the operations of the Company upon replacing the same by,
or substituting for the same, similar or analogous property, or other property
performing a similar or analogous function or otherwise obviating the need
therefor, having a Fair Value to the Company at least equal to that of the
property sold or otherwise disposed of and subject to the Lien hereof, subject
to no Liens prior hereto except Permitted Liens and any other Liens to which the
property sold or otherwise disposed of was subject;

     (b)    cancel or make changes or alterations in or substitutions for any
and all easements, servitudes, rights-of-way and similar rights or interests;
and

     (c)    grant, free from the Lien of this Indenture, easements, ground
leases or rights-of-way in, upon, over or across the property or rights-of-way
of the Company for the purpose of roads, pipelines, transmission lines,
distribution lines, communication lines, railways, removal of coal or other
minerals or timber, and other like purposes, or for the joint or common use of
real property, rights-of-way, facilities or equipment; PROVIDED, HOWEVER, that
such grant shall not materially impair the use of the property or rights-of-way
for the purposes for which such property or rights-of-way are held by the
Company.

     SECTION 7.03.  RELEASE OF MORTGAGED PROPERTY. Unless an Event of Default
shall have occurred and be continuing, the Company may obtain the release of any
part of the Mortgaged Property, or any interest therein, and the Trustee shall
release all its right, title and interest in and to the same from the Lien
hereof, upon receipt by the Trustee of:

     (a)    a Company Order requesting the release of such property and
transmitting therewith a form of instrument to effect such release;

     (b)    an Officer's Certificate stating that, to the knowledge of the
signer, no Event of Default has occurred and is continuing;

     (c)    an Independent Expert's Certificate made and dated not more than
ninety (90) days prior to the date of such Company Order:

     (i)    describing the property to be released;

     (ii)   stating the Fair Value, in the judgment of the signers, of (A) the
            property to be released, and (B) all of the Mortgaged Property; and

     (d)    an Expert's Certificate, dated the date of such Company Order,
stating:

     (i)    the aggregate principal amount of Securities Outstanding and
            outstanding obligations secured by a Lien prior to the Lien of this
            Indenture at the time of such Company Order;

     (ii)   the quotient determined by dividing (A) the Fair Value of all of the
            Mortgaged Property (excluding the Mortgaged Property to be released
            but including any Property Additions to be acquired by the Company
            with the proceeds of, or otherwise in connection with, such release)
            stated in the Expert's Certificate

                                       58
<Page>

            filed pursuant to clause (c)(ii)(B) above, by (B) the amount set
            forth in clause (d)(i) above;

     (iii)  the amount of cash, if any, required to be deposited with the
            Trustee to cause the quotient determined in clause (d)(ii) above to
            equal ten-sevenths (10/7); and

     (iv)   stating that, in the judgment of the signers, such release will not
            impair the security under this Indenture in contravention of the
            provisions hereof;

     (e)    an amount in cash to be held by the Trustee as part of the Mortgaged
Property (which may be deposited in the case of the sale of the property to be
released from the proceeds of sale of such property), equal to the amount
referred to in clause (d)(iii) above, less tax prorations and any taxes and
expenses incidental to any sale, exchange, dedication or other disposition of
the property to be released; PROVIDED, HOWEVER, that in lieu of all or any part
of such cash, the Company shall have the right to deposit and pledge with or
deliver to the Trustee any of the items described in the following clauses of
this subsection:

     (i)    an amount equal to seventy percent (70%) of the aggregate principal
            amount of any obligations secured by Purchase Money Liens delivered
            to the Trustee, to be held as part of the Mortgaged Property,
            subject to the limitations hereafter in this Section set forth;

     (ii)   any amount in cash or an amount equal to seventy percent (70%) of
            the aggregate principal amount of any obligations secured by a
            Purchase Money Lien that, in either case, is evidenced to the
            Trustee by a certificate of the trustee or other holder of a Lien
            prior to the Lien of this Indenture to have been received by such
            trustee or other holder in accordance with the provisions of such
            Lien in consideration for the release of such property or any part
            thereof from such Lien, all subject to the limitations hereafter in
            this Section set forth; and

     (iii)  the aggregate principal amount of any Outstanding Securities
            delivered to the Trustee;

     (f)    if the release is on the basis of the delivery to the Trustee or to
the trustee or other holder of a prior Lien of obligations secured by a Purchase
Money Lien, all documents contemplated below in this Section, to the extent
required.

     If the release of property is, in whole or in part, based upon the delivery
to the Trustee or the trustee or other holder of a Lien prior to the Lien of
this Indenture of obligations secured by a Purchase Money Lien, the Company
shall deliver to the Trustee:

            (A)   an Officer's Certificate (i) stating that no event has
                  occurred and is continuing which entitles the holder of such
                  Purchase Money Lien to accelerate the maturity of the
                  obligations, if any, outstanding thereunder, (ii) stating that
                  no additional obligations secured by such Purchase Money Lien
                  are permitted to be issued, and (iii) reciting the aggregate
                  principal amount of obligations, if any, then outstanding
                  thereunder in addition to

                                       59
<Page>

                  the obligations then being delivered in connection with the
                  release of such property; and

            (B)   an Opinion of Counsel stating that, in the opinion of the
                  signer, (i) such obligations are valid and binding obligations
                  and entitled to the benefit of such Purchase Money Lien
                  equally and ratably with all other obligations, if any, then
                  outstanding thereunder, and (ii) that such Purchase Money Lien
                  constitutes, or, upon the delivery of, and/or the filing
                  and/or recording in the proper places and manner of, the
                  instruments of conveyance, assignment or transfer, if any,
                  specified in such opinion, will constitute, a Lien upon the
                  property to be released, subject to no Lien prior thereto
                  except Liens generally of the character of Permitted Liens and
                  such Liens, if any, as shall have existed thereon immediately
                  prior to such release as Liens prior to the Lien of this
                  Indenture, (iii) if any obligations in addition to the
                  obligations being delivered in connection with such release of
                  property are then outstanding, (a) that such Purchase Money
                  Lien constitutes, or, upon the delivery of, and/or the filing
                  and/or recording in the proper places and manner of, the
                  instruments of conveyance, assignment or transfer, if any,
                  specified in such opinion, will constitute, a Lien upon all
                  other property, if any, purporting to be subject thereto,
                  subject to no Lien prior thereto except Liens generally of the
                  character of Permitted Liens and Liens permitted to exist
                  under Section 6.06, and (b) that the terms of such Purchase
                  Money Lien, as then in effect, do not permit the issuance of
                  obligations thereunder except on the basis of property
                  generally of the character of Property Additions, the
                  retirement or deposit of outstanding obligations, the deposit
                  of prior Lien obligations or the deposit of cash.

                  Anything herein to the contrary notwithstanding (a) the
                  aggregate principal amount of obligations secured by Purchase
                  Money Liens which may be used pursuant to subclause (i) and/or
                  subclause (ii) of clause (d) in the first paragraph of this
                  Section as the basis for the release of property from the Lien
                  of this Indenture shall not exceed fifty percent (50%) of the
                  Fair Value of the property to be released, as certified
                  pursuant to clause (c)(ii) in the first paragraph of this
                  Section, and (b) no obligations secured by a Purchase Money
                  Lien shall be used as the basis for the release of property
                  hereunder, if the aggregate principal amount of such
                  obligations to be used by the Company pursuant to subclause
                  (i) and/or subclause (ii) of such clause (d) plus the
                  aggregate principal amount used by the Company pursuant to
                  said subclause (i) and subclause (ii) in connection with all
                  previous releases of property from the Lien hereof on the
                  basis of obligations secured by a Purchase Money Lien
                  theretofore delivered to and then held by the Trustee or the
                  trustee or other holder of a Lien prior to the Lien of this
                  Indenture shall, immediately after the release then being
                  applied for, exceed twenty-five percent (25%) of the aggregate
                  principal amount of Securities then Outstanding; PROVIDED,
                  HOWEVER, that there shall not be taken into account for
                  purposes of the calculation contemplated in

                                       60
<Page>

                  clause (b) above in this paragraph any obligations secured by
                  a Purchase Money Lien with respect to which there shall have
                  been delivered to the Trustee:

                       (a) an Officer's Certificate stating either (A) that the
                       obligations secured by such Purchase Money Lien delivered
                       to the Trustee or to the trustee or other holder of a
                       Lien prior to the Lien of this Indenture as the basis for
                       such release of property contain a provision for
                       mandatory redemption upon the acceleration of the
                       maturity of all Outstanding Securities following an Event
                       of Default (whether or not such redemption may be
                       rescinded upon the rescission of such acceleration), or
                       (B) that so long as such obligations are held by the
                       Trustee or the trustee or other holder of such a prior
                       Lien, an Event of Default under this Indenture
                       constitutes a matured event of default under such
                       Purchase Money Lien; PROVIDED, HOWEVER, that the waiver
                       or cure of such Event of Default hereunder and the
                       rescission and annulment of the consequences thereof may
                       constitute a cure of the corresponding event of default
                       under such Purchase Money Lien and a rescission and
                       annulment of the consequences thereof; and

                       (b) one or more Opinions of Counsel to the effect that
                       either (A) that the obligations secured by such Purchase
                       Money Lien delivered to the Trustee or to the trustee or
                       other holder of a Lien prior to the Lien of this
                       Indenture as the basis for such release of property
                       contain a provision for mandatory redemption upon an
                       acceleration of the maturity of all Outstanding
                       Securities following an Event of Default (whether or not
                       such redemption may be rescinded upon the rescission of
                       such acceleration) or (B) that, so long as such
                       obligations are held by the Trustee or the trustee or
                       other holder of such a prior Lien, an Event of Default
                       under this Indenture constitutes a matured event of
                       default under such Purchase Money Lien; PROVIDED,
                       HOWEVER, that the waiver or cure of such Event of Default
                       hereunder and the rescission and annulment of the
                       consequences thereof may constitute a cure of the
                       corresponding event of default under such Purchase Money
                       Lien and a rescission and annulment of the consequences
                       thereof. If (a) any property to be released from the Lien
                       of this Indenture under any provision of this Article
                       (other than Section 7.06) is subject to a Lien prior to
                       the Lien hereof and is to be sold, exchanged, dedicated
                       or otherwise disposed of subject to such prior Lien, and
                       (b) after such release, such prior Lien will not be a
                       Lien on any property subject to the Lien hereof, then the
                       Fair Value of such property to be released shall be
                       deemed, for all purposes of this Indenture, to be the
                       value thereof unencumbered by such prior Lien less the
                       principal amount of the indebtedness secured by such
                       prior Lien.

                                       61
<Page>

     Any Outstanding Securities delivered to the Trustee pursuant to clause (d)
in the first paragraph of this Section shall forthwith be canceled by the
Trustee. Any cash or obligations so deposited with the Trustee, and the proceeds
of any such obligations, shall be held as part of the Mortgaged Property and
shall be withdrawn, released, used or applied in the manner, to the extent and
for the purposes, and subject to the conditions, provided in Section 7.06.

     SECTION 7.04.  RELEASE OF MINOR PROPERTIES. Notwithstanding the provisions
of Sections 7.03, unless an Event of Default shall have occurred and be
continuing, the Company may obtain the release from the Lien hereof of any part
of the Mortgaged Property, or any interest therein, and the Trustee shall
whenever from time to time requested by the Company in a Company Order
transmitting therewith a form of instrument to effect such release, and without
requiring compliance with any of the provisions of Section 7.03, release from
the Lien hereof all the right, title and interest of the Trustee in and to the
same provided that the aggregate Fair Value of the property to be so released on
any date in a given calendar year, together with all other property released
pursuant to this Section 7.04 in such calendar year, shall not exceed the
greater of (a) Ten Million Dollars ($10,000,000) and (b) one and one-half
percent (1-1/2%) of the aggregate principal amount of Securities then
Outstanding. Prior to the granting of any such release, there shall be delivered
to the Trustee (i) an Officer's Certificate stating that, to the knowledge of
the signer, no Event of Default has occurred and is continuing, and (ii) an
Expert's Certificate stating, in the judgment of the signers, the Fair Value of
the property to be released, the aggregate Fair Value of all other property
theretofore released pursuant to this Section in such calendar year and, as to
Funded Property, the Cost thereof (or, if the Fair Value to the Company of such
property at the time the same became Funded Property was certified to be an
amount less than the Cost thereof, then such Fair Value, as so certified, in
lieu of Cost), and that, in the judgment of the signers, the release thereof
will not impair the security under this Indenture in contravention of the
provisions hereof. On or before December 31st of each calendar year, the Company
shall deposit with the Trustee an amount in cash equal to seventy percent (70%)
of the aggregate Cost of the properties constituting Funded Property so released
during such year (or, if the Fair Value to the Company of any particular
property at the time the same became Funded Property was certified to be an
amount less than the Cost thereof, then such Fair Value, as so certified, in
lieu of Cost); PROVIDED, HOWEVER, that no such deposit shall be required to be
made hereunder to the extent that cash or other consideration shall, as
indicated in an Officer's Certificate delivered to the Trustee, have been
deposited with the trustee or other holder of a Lien prior to the Lien of this
Indenture in accordance with the provisions thereof; and PROVIDED, FURTHER, that
the amount of cash required to be deposited with the Trustee may be reduced, at
the election of the Company, by the items specified in clause (e) of Section
7.03 and subclauses (i), (ii) and (iii) thereof, subject to all of the
limitations and conditions specified in such Section, to the same extent as if
such property were being released pursuant to Section 7.03. Any cash deposited
with the Trustee under this Section may thereafter be withdrawn, used or applied
in the manner, to the extent and for the purposes, and subject to the
conditions, provided in Section 7.05.

     SECTION 7.05.  WITHDRAWAL OR OTHER APPLICATION OF FUNDED CASH; PURCHASE
MONEY OBLIGATIONS. Subject to the provisions of Section 4.04 and except as
hereafter in this Section provided, unless an Event of Default shall have
occurred and be continuing, any Funded Cash held by the Trustee, and any other
cash which is required to be withdrawn, used or applied as provided in this
Section:

                                       62
<Page>

     (a)    may be withdrawn from time to time by the Company to the extent of
an amount equal to seventy percent (70%) of the Cost or the Fair Value to the
Company (whichever is less) of Property Additions not constituting Funded
Property, after making any deductions and additions pursuant to Section 1.03,
described in an Expert's Certificate, dated not more than ninety (90) days prior
to the date of the Company Order requesting such withdrawal and complying with
clause (ii) and, to the extent applicable, clause (iii) in Section 4.02(b),
delivered to the Trustee; PROVIDED, HOWEVER, that the deductions and additions
contemplated by Section 1.03 shall not be required to be made if such Property
Additions were acquired, made or constructed on or after the ninetieth (90th)
day preceding the date of such Company Order;

     (b)    may be withdrawn from time to time by the Company in an amount equal
to the aggregate principal amount of Securities to the authentication and
delivery of which the Company shall be entitled under the provisions of Section
4.03 hereof, by virtue of compliance with all applicable provisions of Section
4.03 (except as hereinafter in this Section otherwise provided); PROVIDED,
HOWEVER, that such withdrawal of cash shall operate as a waiver by the Company
of the right to the authentication and delivery of such Securities and, to such
extent, no such Securities may thereafter be authenticated and delivered
hereunder; and any such Securities which were the basis of such right to the
authentication and delivery of Securities so waived shall be deemed to have been
made the basis of such withdrawal of cash;

     (c)    may be withdrawn from time to time by the Company in an amount equal
to the aggregate principal amount of any Outstanding Securities delivered to the
Trustee;

     (d)    may, upon the request of the Company, be used by the Trustee for the
purchase of Securities in the manner, at the time or times, in the amount or
amounts, at the price or prices and otherwise as directed or approved by the
Company, all subject to the limitations hereafter in this Section set forth; or

     (e)    may, upon the request of the Company, be applied by the Trustee to
the payment (or provision therefor pursuant to Article VIII) at Stated Maturity
of any Securities or to the redemption (or similar provision therefor) of any
Securities which are, by their terms, redeemable, in each case of such series as
may be designated by the Company, any such redemption to be in the manner and as
provided in Article V, all subject to the limitations hereafter in this Section
set forth.

     Such moneys shall, from time to time, be paid or used or applied by the
Trustee, as aforesaid, upon the request of the Company in a Company Order, and
upon receipt by the Trustee of an Officer's Certificate stating that, to the
knowledge of the signer, no Event of Default has occurred and is continuing. If
and to the extent that the withdrawal of cash is based upon Property Additions
(as permitted under the provisions of clause (a) above), the Company shall,
subject to the provisions of such clause (a) and except as hereafter in this
paragraph provided, comply with all applicable provisions of this Indenture as
if such Property Additions were made the basis for the authentication and
delivery of Securities equal in principal amount to the cash so to be withdrawn.
If and to the extent that the withdrawal of cash is based upon the right to the
authentication and delivery of Securities (as permitted under the provisions of
clause (b) above), the Company shall, except as hereafter in this paragraph
provided, comply with all applicable provisions of Section 4.03 relating to such
authentication and delivery.

                                       63
<Page>

Notwithstanding the foregoing provisions of this paragraph, in no event shall
the Company be required to deliver the documents specified in Section 4.01.
Notwithstanding the generality of clauses (d) and (e) above, no cash to be
applied pursuant to such clauses shall be applied to the payment of an amount in
excess of the principal amount of any Securities to be purchased, paid or
redeemed except to the extent that the aggregate principal amount of all
Securities theretofore, and of all Securities then to be, purchased, paid or
redeemed pursuant to such clauses is not less than the aggregate cost for
principal of, premium, if any, and accrued interest, if any, on and brokerage
commissions, if any, with respect to, such Securities.

     Any obligations secured by a Purchase Money Lien delivered to the Trustee
in consideration of the release of property from the Lien of this Indenture,
together with any evidence of such Purchase Money Lien held by the Trustee,
shall be released from the Lien of this Indenture and delivered to or upon the
order of the Company upon payment by the Company to the Trustee of an amount in
cash equal to the aggregate principal amount of such obligations less the
aggregate amount theretofore paid to the Trustee (by the Company, the obligor or
otherwise) in respect of the principal of such obligations.

     The principal of and interest on any such obligations secured by a Purchase
Money Lien held by the Trustee shall be held by the Trustee as and when the same
are received by the Trustee. The interest received by the Trustee on any such
obligations shall be deemed not to constitute Funded Cash and shall be remitted
to the Company; PROVIDED, HOWEVER, that if an Event of Default shall have
occurred and be continuing, such proceeds shall be held as part of the Mortgaged
Property until such Event of Default shall have been cured or waived.

     The Trustee shall have and may exercise all the rights and powers of any
owner of such obligations and of all substitutions therefor and, without
limiting the generality of the foregoing, may collect and receive all insurance
moneys payable to it under any of the provisions thereof and apply the same in
accordance with the provisions thereof, may consent to extensions thereof at a
higher or lower rate of interest, may join in any plan or plans of voluntary or
involuntary reorganization or readjustment or rearrangement and may accept and
hold hereunder new obligations, stocks or other securities issued in exchange
therefor under any such plan. Any discretionary action which the Trustee may be
entitled to take in connection with any such obligations or substitutions
therefor shall be taken, so long as no Event of Default shall have occurred and
be continuing, in accordance with a Company Order, and, during the continuance
of an Event of Default, in its own discretion.

     Anything herein to the contrary notwithstanding, the Company may
irrevocably waive all right to the withdrawal pursuant to this Section of, and
any other rights with respect to, any obligations secured by Purchase Money
Liens held by the Trustee, and the proceeds of any such obligations, by delivery
to the Trustee of a Company Order:

     (i)    specifying such obligations and stating that the Company thereby
            waives all rights to the withdrawal thereof and of the proceeds
            thereof pursuant to this Section, and any other rights with respect
            thereto; and

                                       64
<Page>

     (ii)   directing that the principal of such obligations be applied as
            provided in clause (e) in the first paragraph of this Section,
            specifying the Securities to be paid or redeemed or for the payment
            or redemption of which payment is to be made.

     Following any such waiver, the interest on any such obligations shall be
applied to the payment of interest, if any, on the Securities to be paid or
redeemed or for the payment or redemption of which provision is to be made, as
specified in the aforesaid Company Order, as and when such interest shall become
due from time to time, and any excess funds remaining from time to time after
such application shall be applied to the payment of interest on any other
Securities as and when the same shall become due. Pending any such application,
the interest on such obligations shall be invested in Investment Securities. The
principal of any such obligations shall be applied solely to the payment of
principal of the Securities to be paid or redeemed or for the payment or
redemption of which provision is to be made, as specified in the aforesaid
Company Order. Pending such application, the principal of such obligations shall
be invested in Eligible Obligations. The obligation of the Company to pay the
principal of such Securities when the same shall become due at Maturity, shall
be offset and reduced by the amount of the proceeds of such obligations then
held, and to be applied, by the Trustee in accordance with this paragraph.

     SECTION 7.06.  RELEASE OF PROPERTY TAKEN BY EMINENT DOMAIN, ETC. If any of
the Mortgaged Property, or any interest therein, be taken by exercise of the
power of eminent domain or be sold to an entity possessing the power of eminent
domain under a threat to exercise the same, and should the Company elect not to
obtain the release of such property pursuant to other provisions of this
Article, the Trustee shall, upon request of the Company evidenced by a Company
Order transmitting therewith a form of instrument to effect such release,
release from the Lien hereof all its right, title and interest in and to the
property so taken or sold (or with respect to an interest in property,
subordinate the Lien hereof to such interest), upon receiving (a) an Opinion of
Counsel to the effect that such property has been taken by exercise of the power
of eminent domain or has been sold to an entity possessing the power of eminent
domain, (b) an Officer's Certificate stating (i) the amount of net proceeds
received or to be received for such property so taken or sold, and the amount so
stated shall be deemed to be the Fair Value of such property for the purpose of
any notice to the Holders, and (ii) if applicable that the Company is selling
such Mortgaged Property under threat to exercise the power of eminent domain,
(c) if any portion of such property constitutes Funded Property, an Expert's
Certificate stating the Cost thereof (or, if the Fair Value to the Company of
such portion of such property at the time the same became Funded Property was
certified to be an amount less than the Cost thereof, then such Fair Value, as
so certified, in lieu of Cost), and (d) if any portion of such property
constitutes Funded Property, a deposit by the Company of an amount in cash equal
to seventy percent (70%) of the Cost or Fair Value stated in the Expert's
Certificate delivered pursuant to clause (c) above; PROVIDED, HOWEVER, that the
amount required to be so deposited shall not exceed the portion of the net
proceeds received or to be received for such property so taken or sold which is
allocable on a pro-rata or other reasonable basis to the portion of such
property constituting Funded Property; and PROVIDED, FURTHER, that no such
deposit shall be required to be made hereunder if the proceeds of such taking or
sale shall, as indicated in an Officer's Certificate delivered to the Trustee,
have been deposited with the trustee or other holder of a Lien prior to the Lien
of this Indenture. Any cash deposited with the Trustee under

                                       65
<Page>

this Section may thereafter be withdrawn, used or applied in the manner, to the
extent and for the purposes, and subject to the conditions, provided in Section
7.05.

     SECTION 7.07.  DISCLAIMER OR QUITCLAIM. In case the Company has sold,
exchanged, dedicated or otherwise disposed of, or has agreed or intends to sell,
exchange, dedicate or otherwise dispose of, or a Governmental Authority has
ordered the Company to divest itself of, any Excepted Property or any other
property not subject to the Lien hereof, or the Company desires to disclaim or
quitclaim title to property to which the Company does not purport to have title,
the Trustee shall, from time to time, disclaim or quitclaim such property upon
receipt by the Trustee of the following:

     (a)    a Company Order requesting such disclaimer or quitclaim and
transmitting therewith a form of instrument to effect such disclaimer or
quitclaim;

     (b)    an Officer's Certificate describing the property to be disclaimed or
quitclaimed; and

     (c)    an Opinion of Counsel stating the signer's opinion that such
property is not subject to the Lien hereof or required to be subject thereto by
any of the provisions hereof.

     SECTION 7.08.  MISCELLANEOUS.

     (a)    The Expert's Certificate as to the Fair Value of property to be
released from the Lien of this Indenture in accordance with any provision of
this Article, and as to the nonimpairment, by reason of such release, of the
security under this Indenture in contravention of the provisions hereof, shall
be made by an Independent Expert if the Fair Value of such property and of all
other property released since the commencement of the then current calendar
year, as set forth in the certificates required by this Indenture, is ten
percent (10%) or more of the aggregate principal amount of the Securities at the
time Outstanding; but such Expert's Certificate shall not be required to be made
by an Independent Expert in the case of any release of property if the Fair
Value thereof, as set forth in the certificates required by this Indenture, is
less than the greater of Twenty-Five Thousand Dollars ($25,000) and one percent
(1%) of the aggregate principal amount of the Securities at the time
Outstanding. To the extent that the Fair Value of any property to be released
from the Lien of this Indenture shall be stated in an Independent Expert's
Certificate, such Fair Value shall not be required to be stated in any other
Expert's Certificate delivered in connection with such release.

     (b)    No release of property from the Lien of this Indenture effected in
accordance with the provisions, and in compliance with the conditions, set forth
in this Article and in Sections 1.04 and 1.05 shall be deemed to impair the
security of this Indenture in contravention of any provision hereof.

     (c)    If the Mortgaged Property shall be in the possession of a receiver
or trustee, lawfully appointed, the powers hereinbefore conferred upon the
Company with respect to the release of any part of the Mortgaged Property or any
interest therein or the withdrawal of cash may be exercised, with the approval
of the Trustee, by such receiver or trustee, notwithstanding that an Event of
Default may have occurred and be continuing, and any request, certificate,
appointment or approval made or signed by such receiver or trustee for such
purposes shall be as

                                       66
<Page>

effective as if made by the Company or any of its officers or appointees in the
manner herein provided; and if the Trustee shall be in possession of the
Mortgaged Property under any provision of this Indenture, then such powers may
be exercised by the Trustee in its discretion notwithstanding that an Event of
Default may have occurred and be continuing.

     (d)    If the Company shall retain any interest in any property released
from the Lien of this Indenture as provided in Section 7.03 or 7.04, this
Indenture shall not become or be, or be required to become or be, a Lien upon
such property or such interest therein or any improvements, accessions,
extensions or additions to such property or renewals, replacements or
substitutions of or for such property or any part or parts thereof or the
proceeds thereof unless the Company shall execute and deliver to the Trustee an
indenture supplemental hereto, in recordable form, containing a grant,
conveyance, transfer and mortgage thereof.

     (e)    Notwithstanding the occurrence and continuance of an Event of
Default, the Trustee, in its discretion, may release from the Lien hereof any
part of the Mortgaged Property or permit the withdrawal of cash, upon compliance
with the other conditions specified in this Article in respect thereof.

     (f)    No purchaser or grantee of property purporting to have been released
hereunder shall be bound to ascertain the authority of the Trustee to execute
the release, or to inquire as to any facts required by the provisions hereof 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, exchanged,
dedicated or otherwise disposed of, be under an obligation to ascertain or
inquire into the authority of the Company to make any such sale, grant,
exchange, dedication or other disposition.

                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

     SECTION 8.01.  SATISFACTION AND DISCHARGE OF SECURITIES. Any Security or
Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid for all purposes of this Indenture, and the entire indebtedness
of the Company in respect thereof shall be satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee or any Paying Agent
(other than the Company), in trust:

     (a)    money (including Funded Cash not otherwise applied pursuant to
Section 7.05) in an amount which shall be sufficient; or

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

     (c)    a combination of (a) or (b) which shall be sufficient, to pay when
due the principal of and premium, if any, and interest, if any, due and to
become due on such Securities

                                       67
<Page>

or portions thereof; PROVIDED, HOWEVER, that in the case of the provision for
payment or redemption of less than all the Securities of any series or Tranche,
such Securities or portions thereof shall have been selected by the Security
Registrar as provided herein and, in the case of a redemption, the notice
requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee; and PROVIDED,
FURTHER, that the Company shall have delivered to the Trustee and such Paying
Agent:

     (i)    if such deposit shall have been made prior to the Maturity of such
            Securities, a Company Order stating that the money and Eligible
            Obligations deposited in accordance with this Section shall be held
            in trust, as provided in Section 8.03;

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

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

     (iv)   an Opinion of Counsel in the United States reasonably acceptable to
            the Trustee confirming that (i) the Company 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 federal income tax law, in either case (i) or (ii) to
            the effect that, and based thereon such opinion shall confirm that,
            the Holders of such Securities shall not recognize income, gain or
            loss for federal income tax purposes as a result of the deposit,
            defeasance and discharge to be effected with respect to such
            Securities and will be subject to federal income tax on the same
            amounts, in the same manner and at the same times as would be the
            case if such deposit, defeasance and discharge had not occurred.

     Upon the deposit of money or Eligible Obligations, or both, in accordance
with this Section, together with the documents required by clauses (i), (ii),
(iii) and (iv) above, the Trustee shall, upon Company Request, acknowledge in
writing that such Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture and that the entire indebtedness of the
Company in respect thereof has been satisfied and discharged as contemplated in
this Section. In the event that all of the conditions set forth in the preceding
paragraph shall have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate specified in
clause (iii) (if otherwise required) shall not have been delivered, such
Securities or portions thereof shall nevertheless be deemed to have been paid
for all purposes of this Indenture, and the Holders of such Securities or
portions thereof shall nevertheless be no longer entitled to the benefit of the
Lien of this Indenture or of any of the

                                       68
<Page>

covenants of the Company under Article VI (except the covenants contained in
Sections 6.02 and 6.03) or any other covenants made in respect of such
Securities or portions thereof as contemplated by Section 3.01, but the
indebtedness of the Company in respect of such Securities or portions thereof
shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose; and, upon Company Request, the Trustee shall acknowledge in
writing that such Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture.

     If payment at Stated Maturity of less than all of the Securities of any
series, or any Tranche thereof, is to be provided for in the manner and with the
effect provided in this Section, the Security Registrar shall select such
Securities, or portions of principal amount thereof, in the manner specified by
Section 5.03 for selection for redemption of less than all the Securities of a
series or Tranche.

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

     Notwithstanding that any Securities shall be deemed to have been paid for
purposes of this Indenture, as aforesaid, the obligations of the Company and the
Trustee in respect of such Securities under Sections 3.04, 3.05, 3.06, 5.04,
6.02, 6.03, 10.07 and 10.14 and this Article shall survive.

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

     Anything herein to the contrary notwithstanding, (a) if, at any time after
a Security would be deemed to have been paid for purposes of this Indenture,
and, if such is the case, the Company's indebtedness in respect thereof would be
deemed to have been satisfied and discharged, pursuant to this Section (without
regard to the provisions of this paragraph), the Trustee or any Paying Agent, as
the case may be, shall be required to return the money or Eligible Obligations,
or combination thereof, deposited with it as aforesaid to the Company or its
representative under any applicable Federal or State bankruptcy, insolvency or
other similar law, such Security shall thereupon be deemed retroactively not to
have been paid and any satisfaction and discharge of the Company's indebtedness
in respect thereof shall retroactively be deemed not to have been effected, and
such Security shall be deemed to remain Outstanding, and (b) any satisfaction
and discharge of the Company's indebtedness in respect of any Security shall be
subject to the provisions of the last paragraph of Section 6.03.

                                       69
<Page>

     SECTION 8.02.  SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for and as otherwise provided in this Section 8.02), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the satisfaction and discharge of this Indenture,
when:

     (a)    either:

     (i)    all Securities theretofore authenticated and delivered (other than
            (i) Securities which have been destroyed, lost or stolen and which
            have been replaced or paid as provided in Section 3.06, and (ii)
            Securities for the payment of which money has theretofore been
            deposited in trust or segregated and held in trust by the Company
            and thereafter repaid to the Company or discharged from such trust,
            as provided in Section 6.03) have been delivered to the Trustee for
            cancellation; or

     (ii)   all such Securities not theretofore delivered to the Trustee for
            cancellation:

            (A)   have become due and payable; or

            (B)   will become due and payable at their Stated Maturity within
                  one year of the date of deposit; or

            (C)   are to be called for redemption within one year under
                  arrangements satisfactory to the Trustee for the giving of
                  notice of redemption by the Trustee in the name, and at the
                  expense, of the Company;

            and the Company, in the case of (A), (B) or (C) above, has deposited
            or caused to be deposited with the Trustee as trust funds in the
            same currency or units of currency in which such Securities are
            payable in trust for such purpose money in an amount sufficient to
            pay and discharge the entire indebtedness on such Securities not
            theretofore delivered to the Trustee for cancellation, for principal
            and any premium and interest to the date of such deposit (in the
            case of Securities which have become due and payable) or to the
            Stated Maturity or Redemption Date, as the case may be;

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

     (c)    the Company 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.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 10.07, the obligations
of the Trustee to any Authenticating Agent under Section 10.15 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section 8.02, the obligations of the Trustee under Section 8.03 and
the last paragraph of Section 6.03 shall survive.

                                       70
<Page>

     Upon satisfaction and discharge of this Indenture as provided in this
Section, the Trustee shall release, quit claim and otherwise turn over to the
Company the Mortgaged Property (other than money and Eligible Obligations held
by the Trustee pursuant to Section 8.03) and shall execute and deliver to the
Company such deeds and other instruments as, in the judgment of the Company,
shall be necessary, desirable or appropriate to effect or evidence such release
and quitclaim and the satisfaction and discharge of this Indenture.

     SECTION 8.03.  APPLICATION OF TRUST MONEY. Neither the Eligible Obligations
nor the money deposited pursuant to Section 8.01, nor the principal or interest
payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than the foregoing, and shall be held by the Trustee in trust for
the Persons entitled thereto and applied by it in accordance with the provisions
of the Securities and this Indenture to the payment of the principal of and
premium, if any, and interest, if any, on the Securities or portions of
principal amount thereof in respect of which such deposit was made, all subject,
however, to the provisions of Section 6.03; PROVIDED, HOWEVER, that any cash
received from such principal or interest payments on such Eligible Obligations,
if not then needed for such purpose, shall, to the extent practicable and upon
Company Request and delivery to the Trustee of the documents referred to in
clause (c)(ii) in the first paragraph of Section 8.01, be invested in Eligible
Obligations of the type described in clause (b) in the first paragraph of
Section 8.01 maturing at such times and in such amounts as shall be sufficient,
together with any other moneys and the proceeds of any other Eligible
Obligations then held by the Trustee, to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on such Securities
or portions thereof on and prior to the Maturity thereof, and interest earned
from such reinvestment shall be paid over to the Company as received, free and
clear of the Lien of this Indenture, except the Lien provided by Section 10.07;
and PROVIDED, FURTHER, that any moneys held in accordance with this Section on
the Maturity of all such Securities in excess of the amount required to pay the
principal of and premium, if any, and interest, if any, then due on such
Securities shall be paid over to the Company free and clear of the Lien of this
Indenture, except the Lien provided by Section 10.07; and provided, further,
that if an Event of Default shall have occurred and be continuing, moneys to be
paid over to the Company pursuant to this Section shall be held as part of the
Mortgaged Property until such Event of Default shall have been waived or cured.

                                   ARTICLE IX

                           EVENTS OF DEFAULT; REMEDIES

     SECTION 9.01.  EVENTS OF DEFAULT. "EVENT OF DEFAULT" means any of the
following events which shall have occurred and be continuing:

     (a)    default in the payment of any interest upon any Security when it
becomes due and payable, and continuance of such default for a period of thirty
(30) days; or

     (b)    default in the payment of the principal of or any premium on any
Security when it becomes due and payable; or

                                       71
<Page>

     (c)    default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
the performance of which or the breach of which is elsewhere in this Section
9.01 specifically dealt with) and continuance of such default or breach for a
period of ninety (90) days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least thirty-three percent (33%) in principal amount of the
Securities then Outstanding a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "NOTICE OF
DEFAULT" unless the Trustee, or the Trustee and the Holders of a principal
amount of Securities not less than the principal amount of Securities the
Holders of which gave such notice, as the case may be, shall agree in writing to
an extension of such period prior to its expiration; PROVIDED, HOWEVER, that the
Trustee, or the Trustee and the Holders of such principal amount of Securities,
as the case may be, shall be deemed to have agreed to an extension of such
period if corrective action is initiated by the Company within such period and
is being diligently pursued; or

     (d)    a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company, whether such
indebtedness now exists or shall hereafter be created which default shall have
resulted in such indebtedness in an aggregate principal amount exceeding Forty
Million Dollars ($40,000,000) becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without
such acceleration having been rescinded or annulled within a period of thirty
(30) days after there shall have been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by the Holders of
at least ten percent (10%) in principal amount of the Outstanding Securities a
written notice specifying such default and requiring the Company to cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

     (e)    the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or (ii) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition by
one or more Persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or
order shall have remained unstayed and in effect for a period of ninety (90)
consecutive days; or

     (f)    the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any

                                       72
<Page>

applicable Federal or State law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or the making by it of an
assignment of a substantial part of its property and assets for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action.

     Notwithstanding the foregoing provisions of this Section 9.01, if the
principal or any premium or interest on any Security is payable in a currency
other than the currency of the United States and such currency is not available
to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company, the Company
will be entitled to satisfy its obligations to Holders by making such payment in
the currency of the United States in an amount equal to the currency of the
United States equivalent of the amount payable in such other currency, as
determined by the Trustee by reference to the noon buying rate in New York, New
York for cable transfers for such currency ("EXCHANGE RATE"), as such Exchange
Rate is reported or otherwise made available by the Federal Reserve Bank of New
York on the date of such payment, or, if such rate is not then available, on the
basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 9.01, any payment made under such
circumstances in the currency of the United States where the required payment is
in a currency other than the currency of the United States will not constitute
an Event of Default under this Indenture.

     SECTION 9.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default shall have occurred and be continuing, then in every such case
the Trustee or the Holders of not less than thirty-three percent (33%) in
principal amount of the Securities then Outstanding may declare the principal
amount (or, if any of the Securities are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof
as contemplated by Section 3.01) of all Securities then Outstanding to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon such declaration such principal amount
(or specified amount), together with premium, if any, and accrued interest, if
any, thereon, shall become immediately due and payable.

     At any time after such a declaration of acceleration of the Maturity of the
Securities has been made, but before any sale of any of the Mortgaged Property
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter provided in this Article IX, the
Event of Default giving rise to such declaration of acceleration shall, without
further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and
annulled, if:

     (a)    the Company has paid or deposited with the Trustee a sum sufficient
            to pay:

     (i)    all overdue installments of interest on all Securities;

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

                                       73
<Page>

     (iii)  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

     (b)    all Events of Default with respect to Securities, other than the
non-payment of the principal of Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
9.17.

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

     For all purposes under this Indenture, if a portion of the principal of an
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest if any, thereon and all other amounts owing
thereunder, shall constitute payment in full of such Original Issue Discount
Securities.

     SECTION 9.03.  ENTRY UPON MORTGAGED PROPERTY. If an Event of Default shall
have occurred and be continuing, and if and to the extent permitted by
applicable law, (a) the Company, upon demand of the Trustee, shall forthwith
surrender to the Trustee the actual possession of, and the Trustee, by such
officers or agents as it may appoint, may enter upon and take possession of, the
Mortgaged Property; and the Trustee may hold, operate and manage the Mortgaged
Property and make all needful repairs and such renewals, replacements,
betterments and improvements as to the Trustee shall seem prudent; and the
Trustee may receive the rents, issues, profits, revenues and other income of the
Mortgaged Property, to the extent, if any, that the same shall not then
constitute Excepted Property; and, after deducting the costs and expenses of
entering, taking possession, holding, operating and managing the Mortgaged
Property, as well as payments for insurance and taxes and other proper charges
upon the Mortgaged Property prior to the Lien of this Indenture and reasonable
compensation to itself, its agents and counsel, the Trustee may apply the same
as provided in Section 9.07; and (b) the Company, upon request of the Trustee or
the Holders of not less than thirty-three percent (33%) in principal amount of
the Securities then Outstanding, will provide the Trustee or such Holders with
(i) such financial or operating data or information relating to the Mortgaged
Property as the Company may possess and the Trustee or such Holders reasonably
may request as necessary for the proper operation, management and maintenance of
the Mortgaged Property, and (ii) reasonable access to such officers of the
Company that are familiar with such Mortgaged Property and related business for
the purpose of obtaining information necessary for the proper operation,
management and maintenance of the Mortgaged Property. The Company shall provide
any such information and access pursuant to clauses (b)(i) and (ii) above
without charge for up to eighteen (18) months after surrender of possession of
the Mortgaged Property and shall be subject to the Trustee and such Holders
entering into confidentiality agreements reasonably satisfactory to the Company
with respect to such data or information. Whenever all that is then due in
respect of the principal of and premium, if any, and interest, if any, on the
Securities and under any of the terms of this

                                       74
<Page>

Indenture shall have been paid and all defaults hereunder shall have been cured
or shall have been waived as provided in Section 9.17, the Trustee shall
surrender possession of the Mortgaged Property to the Company.

     SECTION 9.04.  POWER OF SALE; SUITS FOR ENFORCEMENT. In case of the
occurrence and during the continuance of any Event of Default, the Trustee,
directly or by its agents or attorneys, with or without entry upon the Mortgaged
Property, in its discretion, subject to the provisions of Section 9.16 and if,
and to the extent, permitted by applicable law (a) may sell, subject to prior
Liens, to the highest and best bidder, all or any part of the Mortgaged Property
of every kind and all right, title and interest therein and right of redemption
thereof, which sale shall be made at public auction at such place and at such
time and upon such terms as the Trustee may fix and briefly specify in a notice
of sale, or as may be required by applicable law; or (b) may proceed to protect
and to enforce the rights of the Trustee and of the Holders under this
Indenture, by suit or suits in equity or at law, whether for the specific
performance of any covenant or agreement in this Indenture, or in aid of the
execution of any power granted by this Indenture, or for the foreclosure of this
Indenture, or for the enforcement of any other legal, equitable or other remedy,
as the Trustee, being advised by counsel, may deem most effectual to protect and
enforce any of its or any Holder's rights or exercise of any of its duties
hereunder.

     SECTION 9.05.  INCIDENTS OF SALE. Upon any sale of any of the Mortgaged
Property, whether made under the power of sale hereby given or pursuant to
judicial proceedings, to the extent permitted by applicable law:

     (a)    the principal amount (or, if any of the Securities are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof as contemplated by Section
3.01) of all Outstanding Securities, if not previously due, shall at once become
and be immediately due and payable, and accrued interest, if any, thereon;

     (b)    any Holder or Holders or the Trustee may bid for and purchase the
property offered for sale, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property, without further accountability,
and may, in paying the purchase money therefor, deliver any Outstanding
Securities or claims for interest thereon in lieu of cash to the amount which
shall, upon distribution of the net proceeds of such sale, be payable thereon,
and such Securities, in case the amounts so payable thereon shall be less than
the amount due thereon, shall be returned to the Holders thereof after being
appropriately stamped to show partial payment;

     (c)    the Trustee may make and deliver to the purchaser or purchasers a
good and sufficient deed, bill of sale and instrument of assignment and transfer
of the property sold;

     (d)    the Trustee is hereby irrevocably appointed the true and lawful
attorney of the Company, in its name and stead, to make all necessary deeds,
bills of sale and instruments of assignment and transfer of the property so
sold; and for that purpose it may execute all necessary deeds, bills of sale and
instruments of assignment and transfer, and may substitute one or more persons,
firms or corporations with like power, the Company hereby ratifying and
confirming all that its said attorney or such substitute or substitutes shall
lawfully do by virtue hereof; but, if so

                                       75
<Page>

requested by the Trustee or by any purchaser, the Company shall ratify and
confirm any such sale or transfer by executing and delivering to the Trustee or
to such purchaser or purchasers all proper deeds, bills of sale, instruments of
assignment and transfer and releases as may be designated in any such request;

     (e)    all right, title, interest, claim and demand whatsoever, either at
law or in equity or otherwise, of the Company of, in and to the property so sold
shall be divested and such sale shall be a perpetual bar both at law and in
equity against the Company, its successors and assigns, and against any and all
persons claiming or who may claim the property sold or any part thereof from,
through or under the Company;

     (f)    the receipt of the Trustee or of the officer making such sale shall
be a sufficient discharge to the purchaser or purchasers at such sale for his or
their purchase money and such purchaser or purchasers and his or their assigns
or personal representatives shall not, after paying such purchase money and
receiving such receipt, be obliged to see to the application of such purchase
money, or be in anywise answerable for any loss, misapplication or
non-application thereof; and

     (g)    if requested by the Trustee, the Company will provide the purchaser
or purchasers with (i) such financial or operating data or information relating
to the Mortgaged Property as the Company may possess and such purchaser or
purchasers reasonably may request as necessary for the proper operation,
management and maintenance of the Mortgaged Property purchased, and (ii)
reasonable access to such officers of the Company that are familiar with such
Mortgaged Property and related business for the purpose of obtaining information
necessary for the proper operation, management and maintenance of the Mortgaged
Property. The information and access provided by the Company pursuant to clauses
(i) and (ii) above will be without charge to the purchaser or purchasers and
will be for up to eighteen (18) months after the date of the sale of any
Mortgaged Property and shall be subject to such purchaser or purchasers entering
into confidentiality agreements reasonably satisfactory to the Company with
respect to such data or information.

     SECTION 9.06.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. If an Event of Default described in clause (a) or (b) of Section 9.01
shall have occurred and be continuing, the Company shall, upon written demand of
the Trustee, pay to it, for the benefit of the Holders of the Securities with
respect to which such Event of Default shall have occurred, the whole amount
then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under Section 10.07.

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

                                       76
<Page>

     The Trustee shall, to the extent permitted by applicable law, be entitled
to sue and recover judgment as aforesaid either before, during or after the
pendency of any proceedings for the enforcement of the Lien of this Indenture,
and in case of a sale of the Mortgaged Property or any part thereof and the
application of the proceeds of sale as aforesaid, the Trustee, in its own name
and as trustee of an express trust, shall be entitled to enforce payment of, and
to receive, all amounts then remaining due and unpaid upon the Securities then
Outstanding for principal, premium, if any, and interest, if any, for the
benefit of the Holders thereof, and shall be entitled to recover judgment for
any portion of the same remaining unpaid, with interest as aforesaid. No
recovery of any such judgment by the Trustee and no levy of any execution upon
any such judgment upon any of the Mortgaged Property or any other property of
the Company shall affect or impair the Lien of this Indenture upon the Mortgaged
Property or any part thereof or any rights, powers or remedies of the Trustee
hereunder, or any rights, powers or remedies of the Holders.

     SECTION 9.07.  APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article, including any rents, issues, profits, revenues
and other income collected pursuant to Section 9.03 (after the deductions
therein provided) and any proceeds of any sale (after deducting the costs and
expenses of such sale, including a reasonable compensation to the Trustee, its
agents and counsel, and any taxes, assessments or Liens prior to the Lien of
this Indenture, except any thereof subject to which such sale shall have been
made), whether made under any power of sale herein granted or pursuant to
judicial proceedings, and any money collected by the Trustee under Section 7.05,
together with, in the case of an entry or sale or as otherwise provided herein,
any other sums then held by the Trustee as part of the Mortgaged Property, shall
be applied in the following order, to the extent permitted by applicable law, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or premium, if any, or interest, if any, upon
presentation of the Securities 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 10.07;

     SECOND: To the payment of the whole amount then due and unpaid upon the
Outstanding Securities for principal and premium, if any, and interest, if any,
in respect of which or for the benefit of which such money has been collected;
and in case such proceeds shall be insufficient to pay in full the whole amount
so due and unpaid upon such Securities, then to the payment of such principal
and interest, if any, thereon without any preference or priority, ratably
according to the aggregate amount so due and unpaid, with any balance then
remaining to the payment of premium, if any, and, if so specified as
contemplated by Section 3.01 with respect to the Securities of any series, or
any Tranche thereof, interest, if any, on overdue premium, if any, and overdue
interest, if any, ratably as aforesaid, all to the extent permitted by
applicable law; PROVIDED, HOWEVER, that any money collected by the Trustee
pursuant to Section 7.05 in respect of interest or pursuant to Section 9.03
shall first be applied to the payment of interest accrued on the principal of
Outstanding Securities; and

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

                                       77
<Page>

     SECTION 9.08.  RECEIVER. If an Event of Default shall have occurred and,
during the continuance thereof, the Trustee shall have commenced judicial
proceedings to enforce any right under this Indenture, the Trustee shall, to the
extent permitted by applicable law, be entitled, as against the Company, without
notice or demand and without regard to the adequacy of the security for the
Securities or the solvency of the Company, to the appointment of a receiver of
the Mortgaged Property.

     SECTION 9.09.  TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

     (a)    to file and prove a claim for the whole amount of principal,
premium, if any, and interest, if any, owing and unpaid in respect of the
Outstanding Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for amounts due to the Trustee under Section 10.07) and of the Holders
allowed in such judicial proceeding; and

     (b)    to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amounts due it under Section 10.07.

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

     SECTION 9.10.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee under Section 10.07, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     SECTION 9.11.  LIMITATION ON SUITS. No Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver, assignee, trustee,
liquidator or sequestor (or other similar official), or for any other remedy
hereunder, unless:

                                       78
<Page>

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

     (b)    the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities 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
security or indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

     (d)    the Trustee for sixty (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 sixty (60) day period by the Holders of a majority in
principal amount of the Outstanding Securities;

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

     SECTION 9.12.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
3.07) interest on such Security on the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

     SECTION 9.13.  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,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and such Holder shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holder shall continue as though no such proceeding had been
instituted.

     SECTION 9.14.  RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by applicable 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

                                       79
<Page>

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.

     Anything in this Article to the contrary notwithstanding, the availability
of the remedies set forth herein (on an individual or cumulative basis) and the
procedures set forth herein relating to the exercise thereof shall be subject to
(a) the applicable law (including, for purposes of this paragraph, general
principles of equity) of any jurisdiction wherein the Mortgaged Property or any
part thereof is located to the extent that such law is mandatorily applicable,
and (b) the rights of the holder of any Lien prior to the Lien of this
Indenture, and, if and to the extent that any provision of this Article
conflicts with any provision of such applicable law and/or with the rights of
the holder of any such prior Lien, such provision of law and/or the rights of
such holder shall control.

     SECTION 9.15.  DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities 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 IX or by applicable law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     SECTION 9.16.  CONTROL BY HOLDERS. If an Event of Default shall have
occurred and be continuing, the Holders of not less than a majority in principal
amount of the Securities then Outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, provided
that:

     (a)    such direction shall not be in conflict with any applicable law or
with this Indenture;

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

     (c)    subject to the provisions of Section 10.01, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would involve the Trustee in personal liability or would otherwise be
contrary to applicable law.

     SECTION 9.17.  WAIVER OF PAST DEFAULTS. Before any sale of any of the
Mortgaged Property and before a judgment or decree for payment of the money due
shall have been obtained by the Trustee as herein provided, the Holders of not
less than a majority in principal amount of the Securities then Outstanding may
on behalf of the Holders of all the Outstanding Securities waive any past
default hereunder and its consequences, except a default:

     (a)    in the payment of the principal of or any premium or interest on any
Security Outstanding; or

                                       80
<Page>

     (b)    in respect of a covenant or provision hereof which under
Article XIII cannot be modified or amended without the consent of the Holder of
each Outstanding Security of any series or Tranche affected.

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

     SECTION 9.18.  UNDERTAKING FOR COSTS. The Company and the Trustee agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
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; provided that the provisions of this Section 9.18 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 ten percent (10%)
in principal amount of the Securities then Outstanding, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium of or interest on any Security, on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
or after the Redemption Date). Neither this Section 9.18 nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or
such an assessment in any proceeding instituted by the Company.

     SECTION 9.19.  WAIVER OF APPRAISEMENT, USURY, STAY AND OTHER LAWS. To the
full extent that it may lawfully so agree, the Company shall not at any time set
up, claim take the benefit or advantage of any appraisement, valuation, stay,
extension or redemption law, now or hereafter in effect, in order to prevent or
hinder the enforcement of this Indenture or the absolute sale of the Mortgaged
Property, or any part thereof, or the possession thereof, or any part thereof,
by any purchaser at any sale under this Article; and the Company, for itself and
all who may claim under it, so far as it or they now or hereafter may lawfully
do so, hereby waives the benefit of all such laws. The Company, for itself and
all who may claim under it, waives, to the extent that it may lawfully do so,
all right to have the Mortgaged Property marshaled upon any foreclosure of the
Lien hereof, and agrees that any court having jurisdiction to foreclose the Lien
of this Indenture may order the sale of the Mortgaged Property as an entirety.

                                    ARTICLE X

                                   THE TRUSTEE

     SECTION 10.01. CERTAIN DUTIES AND RESPONSIBILITIES. Except during the
continuance of an Event of Default, (a) the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and (b) in the absence of gross negligence or bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and

                                       81
<Page>

conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any 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 conform to the requirements of
this Indenture.

     In case an Event of Default shall have occurred and be continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

     (i)    this subsection shall not be construed to limit the effect of the
            first paragraph of this Section;

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

     (iii)  the Trustee shall not be liable with respect to any action taken or
            omitted to be taken by it in good faith in accordance with the
            direction of the Holders entitled to so direct the Trustee, as
            provided herein, relating to the time, method and place of
            conducting any proceeding for any remedy available to the Trustee,
            or exercising any trust or power conferred upon the Trustee, under
            this Indenture; and

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

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

     SECTION 10.02. NOTICE OF DEFAULTS. The Trustee shall give the Holders
notice of any default hereunder in the manner and to the extent required to do
so by the Trust Indenture Act, unless such default shall have been cured or
waived; PROVIDED, HOWEVER, that in the case of any default of the character
specified in Section 9.01(c), no such notice to Holders shall be given until at
least forty-five (45) days after the occurrence thereof. For the purpose of this
Section 10.02, the term "default" means any event which is, or after notice or
lapse of time, or both, would become, an Event of Default.

     SECTION 10.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 10.01:

                                       82
<Page>

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

     (b)    any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

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

     (g)    the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

     (h)    the Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture;

     (i)    in the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders, each representing
less than a majority in aggregate principal amount of the Securities then
Outstanding, the Trustee, in its sole discretion, may determine what action, if
any, shall be taken;

     (j)    the Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents and
employees. Such immunities and

                                       83
<Page>

protections and right to indemnification, together with the Trustee's right to
compensation for the period prior to the Trustee's resignation or removal, shall
survive the Trustee's resignation or removal and final payment of the
Securities; and

     (k)    the Trustee is not required to take notice or deemed to have notice
of any default or Event of Default hereunder, except Events of Default under
Section 9.01(a) and (b), unless a Responsible Officer of the Trustee has actual
knowledge thereof or has received notice in writing of such default or Event of
Default from the Company or the Holders of at least thirty-three percent (33%)
in aggregate principal amount of the Securities then Outstanding, and in the
case of Section 9.01(d), ten percent (10%) in principal amount of the Securities
then Outstanding, and in the absence of any such notices, the Trustee may
conclusively assume that no such default or Event of Default exists.

     SECTION 10.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES OR
APPLICATION OF PROCEEDS. The recitals contained herein and in the Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the value or condition of the Mortgaged Property or any
part thereof, or as to the title of the Company thereto or as to the security
afforded thereby or hereby, or as to the validity or genuineness of any
securities at any time pledged and deposited with the Trustee hereunder, or as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
the Securities or the proceeds thereof or of any money paid to the Company or
upon Company Order under any provision hereof. The Trustee shall have no
responsibility to make or to see to the making of any recording, filing or
registration of any instrument or notice (including any financing or
continuation statement or any tax or securities form) (or any rerecording,
refiling or reregistration of any thereof), at any time in any public office or
elsewhere for the purpose of perfecting, maintaining the perfection of or
otherwise making effective the Lien of this Indenture or for any other purpose
and shall have no responsibility for seeing to the insurance on the Mortgaged
Property or for paying any taxes relating to the Mortgaged Property or for
otherwise maintaining the Mortgaged Property, including, but not limited to,
attending to any environmental matters in respect thereof or disposing of any
hazardous or other wastes located thereon.

     SECTION 10.05. MAY HOLD SECURITIES. Each of the Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its commercial banking or in any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 10.08 and 10.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent. Each of said entities, in its commercial banking or in any other
capacity, may also engage in or be interested in any financial or other
transaction with the Company and, subject to Sections 10.08 and 10.13, may act
as depository, trustee or agent for any committee of Holders of Securities
secured hereby or other obligations of the Company as freely as if it were not
Trustee, Authenticating Agent, Paying Agent or Security Registrar. The
provisions of this Section shall extend to Affiliates of said entities.

                                       84
<Page>

     SECTION 10.06. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by applicable law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

     SECTION 10.07. COMPENSATION AND REIMBURSEMENT.  The Company agrees:

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

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

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

     As security for the performance of the obligations of the Company under
this Section 10.07, the Trustee shall have a Lien (the "TRUSTEE'S LIEN") secured
by this Indenture prior to the Securities upon the Mortgaged Property.

     The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity under this Section 10.07. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and, in the event the subject matter of the claim involves a conflict of
interest between the Company and the Trustee, the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

     SECTION 10.08. CONFLICTING INTERESTS. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.

     SECTION 10.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least Fifty Million Dollars ($50,000,000). If any such Person publishes
reports of condition at least annually, pursuant to

                                       85
<Page>

applicable law or to the requirements of its supervising or examining authority,
then for the purposes of this Section 10.09 and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section 10.09, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article X.

     SECTION 10.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article X shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 10.11.

     The Trustee may resign at any time by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 10.11 shall not have been delivered to the Trustee within thirty (30)
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     The Trustee may be removed at any time by Act of the Holders of a majority
in principal amount of the Outstanding Securities, delivered to the Trustee and
to the Company.

     If at any time:

     (i)    the Trustee shall fail to comply with Section 10.08 after written
            request therefor by the Company or by any Holder who has been a bona
            fide Holder for at least six months; or

     (ii)   the Trustee shall cease to be eligible under Section 10.09 and shall
            fail to resign after written request therefor by the Company or by
            any such Holder; or

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

     (iv)   then, in any such case, (a) the Company, acting pursuant to the
            authority of a Board Resolution, may remove the Trustee, or (b)
            subject to Section 9.18, any Holder who has been a bona fide Holder
            for at least six months may, on behalf of himself and all others
            similarly situated, petition any court of competent jurisdiction for
            the removal of the Trustee and the appointment of a successor
            Trustee or Trustees.

     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 Company, by
a Board Resolution, shall promptly appoint a successor Trustee and shall comply
with the applicable requirements of Section 10.11. If, within one year after
such resignation, removal or incapability, or the

                                       86
<Page>

occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 10.11, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 10.11, any Holder who
has been a bona fide Holder of a Security for at least six months may, on behalf
of itself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     So long as no event which is, or after notice or lapse of time, or both,
would become, an Event of Default shall have occurred and be continuing, if the
Company shall have delivered to the Trustee (i) a Board Resolution appointing a
successor Trustee, effective as of a date specified therein, and (ii) an
instrument of acceptance of such appointment, effective as of such date, by such
successor Trustee in accordance with Section 10.11, the Trustee shall be deemed
to have resigned as contemplated in the second paragraph of this Section, the
successor Trustee shall be deemed to have been appointed pursuant to the fifth
paragraph of this Section and such appointment shall be deemed to have been
accepted as contemplated in Section 10.11, all as of such date, and all other
provisions of this Section and Section 10.11 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with
this sixth paragraph of this Section 10.10.

     The Company shall give notice of each resignation and each removal of the
Trustee and each appointment of a successor Trustee to all Holders of Securities
of such series in the manner provided in Section 1.08. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.

     SECTION 10.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Trustee every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first paragraph of this Section.

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

     SECTION 10.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Corporation into which the Trustee may be merged or converted or with which
it may be

                                       87
<Page>

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

     SECTION 10.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities (other than by reason of a relationship described in
Section 311(b) of the Trust Indenture Act)), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor) to the extent applicable.

     SECTION 10.14. CO-TRUSTEES AND SEPARATE TRUSTEES.

     (a)    At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Mortgaged Property may at
the time be located, the Company and the Trustee shall have power to appoint,
and, upon the written request of the Trustee or of the Holders of at least
thirty-three percent (33%) in principal amount of the Securities then
Outstanding, the Company shall for such purpose join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee and, if no Event of Default
shall have occurred and be continuing, by the Company either to act as
co-trustee, jointly with the Trustee, of all or any part of the Mortgaged
Property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons, in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of
this Section. If the Company does not join in such appointment within fifteen
(15) days after the receipt by it of a request so to do, or if an Event of
Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.

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

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

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

                                       88
<Page>

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

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

     (iv)   neither the Trustee nor any co-trustee or separate trustee hereunder
            shall be personally liable by reason of any act or omission of any
            other trustee hereunder; and

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

     SECTION 10.15. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents with respect to the Securities of one or more
series, or any Tranche thereof which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series or Tranche issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any State or Territory
thereof or the District of Columbia or the Commonwealth of Puerto Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than Fifty Million Dollars ($50,000,000) and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 10.15, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined

                                       89
<Page>

capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 10.15, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 10.15.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such corporation
shall be otherwise eligible under this Section 10.15, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 10.15, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.08 to all Holders
of Securities of the series or Tranche with respect to which such Authenticating
Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 10.15.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 10.15.

     If an appointment with respect to the Securities of one or more series, or
any Tranche thereof, shall be made pursuant to this Section 10.15, the
Securities of such series or Tranche may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

Date of Authentication:
                       ------------------------        -------------------------
                                                                      As Trustee

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

     If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing

                                       90
<Page>

(which writing need not comply with Section 1.04 and need not be accompanied by
an Opinion of Counsel), shall appoint, in accordance with this Section and in
accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

                                   ARTICLE XI

                LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

     SECTION 11.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee:

     (a)    semi-annually, not later than January 15 and July 15 in each year, a
list of the names and addresses of the Holders of Securities of each series as
of the preceding January 1 or July 1 as the case may be; and

     (b)    at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than fifteen (15) days prior to
the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

     SECTION 11.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 11.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 11.01 upon receipt of a
new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act. Every Holder, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

     SECTION 11.03. REPORTS BY TRUSTEE. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

     Reports so required to be transmitted at stated intervals of not more than
twelve (12) months shall be dated as of May 15 and transmitted no later than
July 15 in each calendar year, commencing with the first July 15 after the first
issuance of Securities under this Indenture.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company.

                                       91
<Page>

     SECTION 11.04. REPORTS BY COMPANY. The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act. The Company will notify the Trustee when any Securities are
listed on any stock exchange.

                                   ARTICLE XII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 12.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease, subject to the Lien of this Indenture, all of the Mortgaged
Property as or substantially as an entirety to any Person, unless:

     (a)    in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease all of the Mortgaged Property as or
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the Mortgaged Property as or
substantially as an entirety shall be a Corporation organized and validly
existing under the laws of the United States, any State or Territory thereof or
the District of Columbia (such Person being hereinafter sometimes called the
"SUCCESSOR CORPORATION") and shall execute and deliver to the Trustee an
indenture supplemental hereto, in form satisfactory to the Trustee, which:

     (i)    in the case of a consolidation, merger, conveyance or other
            transfer, or in the case of a lease if the term thereof extends
            beyond the last Stated Maturity of the Securities then Outstanding,
            contains an express assumption by the Successor Corporation of the
            due and punctual payment of the principal of and premium, if any,
            and interest, if any, on all the Securities then Outstanding and the
            performance and observance of every covenant and condition of this
            Indenture to be performed or observed by the Company; and

     (ii)   in the case of a consolidation, merger, conveyance or other
            transfer, contains a grant, conveyance, transfer and mortgage by the
            Successor Corporation, of the same tenor of the Granting Clauses
            herein:

            (A)   confirming the Lien of this Indenture on the Mortgaged
                  Property (as constituted immediately prior to the time such
                  transaction became effective) and subjecting to the Lien of
                  this Indenture all property, real, personal and mixed,
                  thereafter acquired by the Successor Corporation which shall
                  constitute an improvement, extension or addition to the
                  Mortgaged Property (as so constituted) or a renewal,
                  replacement or substitution of or for any part thereof; and

            (B)   at the election of the Successor Corporation subjecting to the
                  Lien of this Indenture such property, real, personal or mixed,
                  in addition to the property described in clause (A) of this
                  Section, then owned or thereafter

                                       92
<Page>

                  acquired by the Successor Corporation as the Successor
                  Corporation shall, in its sole discretion, specify or
                  describe therein, and the Lien confirmed or created by such
                  grant, conveyance, transfer and mortgage shall have force,
                  effect and standing similar to those which the Lien of this
                  Indenture would have had if the Company had not been a party
                  to such consolidation, merger, conveyance or other transfer
                  and had itself, after the time such transaction became
                  effective, purchased, constructed or otherwise acquired the
                  property subject to such grant, conveyance, transfer and
                  mortgage;

     (b)    in the case of a lease, such lease shall be made expressly subject
to termination by the Company or by the Trustee at any time during the
continuance of an Event of Default, and also by the purchaser of the property so
leased at any sale thereof hereunder, whether such sale be made under the power
of sale hereby conferred or pursuant to judicial proceedings;

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

     (d)    the Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture, comply with this Article XII
and that all conditions precedent herein provided for relating to such
transaction have been complied with.

     SECTION 12.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer or lease, subject to the Lien of this Indenture, of the
Mortgaged Property as or substantially as an entirety in accordance with Section
12.01, the Successor Corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Successor
Corporation had been named as the Company herein. Without limiting the
generality of the foregoing:

     (a)    all property of the Successor Corporation then subject to the Lien
of this Indenture, of the character described in Section 1.03, shall constitute
Property Additions;

     (b)    the Successor Corporation may execute and deliver to the Trustee,
and thereupon the Trustee shall, subject to the provisions of Article IV,
authenticate and deliver, Securities upon any basis provided in Article IV; and

     (c)    the Successor Corporation may, subject to the applicable provisions
of this Indenture, cause Property Additions to be applied to any other
Authorized Purpose.

     All Securities so executed by the Successor Corporation, and authenticated
and delivered by the Trustee, shall in all respects be entitled to the benefit
of the Lien of this Indenture equally and ratably with all Securities executed,
authenticated and delivered prior to the time such consolidation, merger,
conveyance or other transfer became effective.

                                       93
<Page>

     SECTION 12.03. EXTENT OF LIEN HEREOF ON PROPERTY OF SUCCESSOR CORPORATION.
Unless, in the case of a consolidation, merger, conveyance or other transfer
contemplated by Section 12.01, the indenture supplemental hereto contemplated in
clause (a)(ii) in Section 12.01, or any other indenture, contains a grant,
conveyance, transfer and mortgage by the Successor Corporation as described in
subclause (B) thereof, neither this Indenture nor such supplemental indenture
shall become or be, or be required to become or be, a Lien upon any of the
properties:

     (a)    owned by the Successor Corporation or any other party to such
transaction (other than the Company) immediately prior to the time of
effectiveness of such transaction; or

     (b)    acquired by the Successor Corporation at or after the time of
effectiveness of such transaction, except, in either case, properties acquired
from the Company in or as a result of such transaction and improvements,
extensions and additions to such properties and renewals, replacements and
substitutions of or for any part or parts thereof.

     SECTION 12.04. RELEASE OF COMPANY UPON CONVEYANCE OR OTHER TRANSFER. In the
case of a conveyance or other transfer to any Person or Persons as contemplated
in Section 12.01, upon the satisfaction of all the conditions specified in
Section 12.01, the Company (such term being used in this Section without giving
effect to such transaction) shall be released and discharged from all
obligations and covenants under this Indenture and on and under all Securities
then Outstanding (unless the Company shall have delivered to the Trustee an
instrument in which it shall waive such release and discharge) and the Trustee
shall acknowledge in writing that the Company has been so released and
discharged.

     SECTION 12.05. MERGER INTO COMPANY; EXTENT OF LIEN HEREOF.

     (a)    Nothing in this Indenture shall be deemed to prevent or restrict any
consolidation or merger after the consummation of which the Company would be the
surviving or resulting corporation or any conveyance or other transfer, or
lease, subject to the Lien of this Indenture, of any part of the Mortgaged
Property which does not constitute the entirety, or substantially the entirety,
thereof.

     (b)    Unless, in the case of a consolidation or merger described in clause
(a) of this Section, an indenture supplemental hereto shall otherwise provide,
this Indenture shall not become or be, or be required to become or be, a Lien
upon any of the properties acquired by the Company in or as a result of such
transaction or any improvements, extensions or additions to such properties or
any renewals, replacements or substitutions of or for any part or parts thereof.

                                  ARTICLE XIII

                             SUPPLEMENTAL INDENTURES

     SECTION 13.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:

                                       94
<Page>

     (a)    to evidence the succession of another Person to the Company, or
successive successions, and the assumption by any such successor of the
covenants, agreements and obligations of the Company herein and in the
Securities, all as provided in Article XII; or

     (b)    to add one or more covenants of the Company or other provisions for
the benefit of the Holders of, or to remain in effect only so long as there
shall be Outstanding, all or any series of Securities, or any Tranches thereof
(and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of such series), or to surrender any right or power herein conferred
upon the Company; or

     (c)    to correct or amplify the description of any property at any time
subject to the Lien of this Indenture; or better to assure, convey and confirm
unto the Trustee any property subject or required to be subjected to the Lien of
this Indenture; or to subject to the Lien of this Indenture additional property
(including property of Persons other than the Company), to specify any
additional Permitted Liens with respect to such additional property and to
modify Section 7.02 in order to specify therein any additional items with
respect to such additional property; or

     (d)    to establish the form or terms of Securities of any series or
Tranche as permitted by Sections 2.01 and 3.01; or

     (e)    to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 10.11; or

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

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

     (h)    to cure any ambiguity, to correct or supplement any provision in
this Indenture which may be defective or inconsistent with any other provision
herein, or to make any other additions to, deletions from or other changes to
the provisions under this Indenture, provided that such additions, deletions
and/or other changes shall not adversely affect the interests of the Holders of
Securities of any series or Tranche in any material respect; or

     (i)    to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal and to provide for the
authentication and delivery of such bearer bonds and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to,
and the

                                       95
<Page>

solicitation of the vote or consent of, the Holders thereof, and for any and all
other matters incidental thereto; or

     (j)    to comply with the rules or regulations of any securities exchange
or automated quotation system on which any of the Securities may be listed,
traded or quoted; or

     (k)    to change or eliminate any of the provisions of this Indenture;
provided, that any such change or elimination shall become effective only after
all Securities then Outstanding cease to be Outstanding or, with respect to such
Securities then Outstanding at any time, the Holders thereof consent to such
change or elimination in accordance with the requirements of Section 13.02; or

     (l)    to evidence the conversion of the Company into a limited liability
company, limited partnership or limited liability partnership or other legal
entity under applicable law; or

     (m)    to increase the maximum amount of indebtedness referred to on the
cover page of this Indenture; or

     (n)    to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of this Indenture
under the Trust Indenture Act, or under any similar 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 federal statute hereafter enacted. Without limiting the generality of
the foregoing, if the Trust Indenture Act as in effect at the date of the
execution and delivery of this Indenture, as originally executed and delivered,
or at any time thereafter shall be amended and if any such amendment shall
require one or more changes to any provisions hereof or the inclusion herein of
any additional provisions, or shall by operation of law be deemed to effect such
changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the
Trust Indenture Act, and the Company and the Trustee may, without the consent of
any Holders, enter into an indenture supplemental hereto to evidence such
amendment hereof.

     SECTION 13.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. Subject to
the provisions of Section 13.01, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Securities of all series
then Outstanding under this Indenture, considered as one class, by Act of such
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture; PROVIDED, HOWEVER, that if there shall be
Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that if the Securities of any
series shall have been issued in more than one Tranche and if a proposed
supplemental indenture shall directly affect the rights of the Holders

                                       96
<Page>

of Securities of one or more, but less than all, of such Tranches, then the
consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that no such supplemental
indenture shall:

     (a)    change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof, or the premium or rate of interest or the amount of any installment of
interest thereon, or change the method of calculating such rate or any premium
payable, or reduce the amount of the principal of an Original Issue Discount
Security or any other Security which would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 9.02, or change the
coin or currency in which, any Security or any premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date) without the consent of the Holder of such
Security; or

     (b)    permit the creation of any Lien (not otherwise permitted hereby)
ranking prior to the Lien of this Indenture with respect to all or substantially
all of the Mortgaged Property, or terminate the Lien of this Indenture on all or
substantially all of the Mortgaged Property or deprive the Holders of the
benefit of the Lien of this Indenture, without, in any such case, the consent of
the Holders of all Securities then Outstanding; or

     (c)    reduce the percentage in principal amount of the Outstanding
Securities of any series, or any Tranche thereof, the consent of the Holders of
which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver (of compliance with any provision of
this Indenture or any default hereunder and its consequence), or reduce the
requirements for quorum or voting provided for in this Indenture without the
consent of the Holder of each Outstanding Security of such series; or

     (d)    modify any of the provisions of this Section 13.02, Section 9.17 or
Section 6.09, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived, without the
consent of the Holder of each Outstanding Security affected thereby; PROVIDED,
HOWEVER, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section 13.02 and Section 6.09, or the deletion of
this PROVISO, in accordance with the requirements of Sections 10.11 and
13.01(e).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of, or that is to remain in effect only so long as there shall be
Outstanding, one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series or Tranche.

     It shall not be necessary for any Act of Holders under this Section 13.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

                                       97
<Page>

     SECTION 13.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article XIII or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
10.01) shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 13.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution and
delivery of any supplemental indenture under this Article XIII, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby. Any supplemental indenture permitted by this Article XIII may restate
this Indenture in its entirety, and upon the execution and delivery thereof, any
such restatement shall supersede this Indenture as theretofore in effect for all
purposes.

     SECTION 13.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article XIII shall conform to the
requirements of the Trust Indenture Act.

     SECTION 13.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series, or any Tranche thereof, authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article XIII
may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series, or any Tranche
thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche.

     SECTION 13.07. MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. To the extent,
if any, that the terms of any particular series of Securities shall have been
established in or pursuant to a Board Resolution or an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution as contemplated by
Section 3.01, and not in a supplemental indenture, additions to, changes in or
the elimination of any of such terms may be effected by means of a supplemental
Board Resolution or a supplemental Officer's Certificate, as the case may be,
delivered to, and accepted by, the Trustee, PROVIDED, HOWEVER, that such
supplemental Board Resolution or supplemental Officer's Certificate shall not be
accepted by the Trustee or otherwise be effective unless all conditions set
forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or supplemental Officer's
Certificate shall be deemed to be a "supplemental indenture" for purposes of
Section 13.04 and 13.06 and a "supplemental indenture", "indenture supplemental"
to this Indenture or "instrument" supplemental to this Indenture for purposes of
Section 6.08.

                                       98
<Page>

                                   ARTICLE XIV

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

     SECTION 14.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, may be called at any time and from time to time pursuant to this
Article XIV to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series or Tranches.

     SECTION 14.02. CALL, NOTICE AND PLACE OF MEETINGS.

     (a)    The Trustee may at any time call a meeting of Holders of Securities
of one or more, or all, series, or any Tranche or Tranches thereof, for any
purpose specified in Section 14.01, to be held at such time and (except as
provided in clause (b) of this Section 14.02) at such place in the Borough of
Manhattan, the City of New York, as the Trustee shall determine, or, with the
approval of the Company, at any other place. Notice of every such meeting,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 1.08, not less than twenty-one (21) nor more than one
hundred eighty (180) days prior to the date fixed for the meeting.

     (b)    The Trustee may be asked to call a meeting of the Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
by the Company or by the Holders of thirty-three percent (33%) in aggregate
principal amount of all of such series and Tranches, considered as one class,
for any purpose specified in Section 14.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting. If the Trustee
shall have been asked by the Company to call such a meeting, the Company shall
determine the time and place for such meeting and may call such meeting by
giving notice thereof in the manner provided in clause (a) of this Section, or
shall direct the Trustee, in the name and at the expense of the Company, to give
such notice. If the Trustee shall have been asked to call such a meeting by
Holders in accordance with this clause (b), and the Trustee shall not have given
the notice of such meeting within twenty-one (21) days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Holders of Securities of such series and Tranches, in
the principal amount above specified, may determine the time and the place in
the Borough of Manhattan, The City of New York, or in such other place as shall
be determined or approved by the Company, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (a) of
this Section.

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

                                       99
<Page>

     SECTION 14.03. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Securities of one or more, or all, series, or any
Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series or Tranches or (b) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series or Tranches by such Holder or Holders. The
only Persons who shall be entitled to attend any meeting of Holders of
Securities of any series or Tranche shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

     SECTION 14.04. QUORUM; ACTION. The Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which a meeting shall have been called as hereinbefore
provided, considered as one class, shall constitute a quorum for a meeting of
Holders of Securities of such series and Tranches; PROVIDED, HOWEVER, that if
any action is to be taken at such meeting which this Indenture expressly
provides may be taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, shall constitute a quorum. In the
absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for such
period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Except as provided by Section 14.05,
notice of the reconvening of any meeting adjourned for more than thirty (30)
days shall be given as provided in Section 1.08 not less than ten (10) days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series and Tranches which shall constitute a quorum. Except as limited by
Section 13.02, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of the series and Tranches with respect to which such
meeting shall have been called, considered as one class; PROVIDED, HOWEVER,
that, except as so limited, any resolution with respect to any action which this
Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class, may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class. Any resolution passed or decision
taken at any meeting of Holders of Securities duly held in accordance with this
Section shall be binding on all the Holders of Securities of the series and
Tranches with respect to which such meeting shall have been held, whether or not
present or represented at the meeting.

                                       100
<Page>

     SECTION 14.05. ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
CONDUCT AND ADJOURNMENT OF MEETINGS.

     (a)    Attendance at meetings of Holders may be in person or by proxy; and,
to the extent permitted by applicable law, any such proxy shall remain in effect
and be binding upon any future Holder of the Securities with respect to which it
was given unless and until specifically revoked by the Holder or future Holder
(except as provided in Section 1.06) of such Securities before being voted.

     (b)    Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of such Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations and approved by the Company, the holding of
Securities shall be proved in the manner specified in Section 1.06 and the
appointment of any proxy shall be proved in the manner specified in Section
1.06. 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 1.06 or other proof.

     (c)    The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 14.02(b), in which case the Company
or the Holders of Securities of the series and Tranches calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class.

     (d)    At any meeting each Holder or proxy shall be entitled to one vote
for each One Thousand Dollars ($1,000) principal amount of Outstanding
Securities held or represented by such Holder; PROVIDED, HOWEVER, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a
Security or proxy.

     (e)    Any meeting duly called pursuant to Section 14.02 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

     SECTION 14.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, held or represented by them. The permanent

                                       101
<Page>

chairman of the meeting shall appoint two (2) inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that such notice was given as provided in Section 14.02 and, if
applicable, Section 14.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

     SECTION 14.07. ACTION WITHOUT MEETING. In lieu of a vote of Holders at a
meeting as hereinbefore contemplated in this Article, any request, demand,
authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by one or more written instruments as provided in
Section 1.06.

                                   ARTICLE XV

                                  MISCELLANEOUS

     SECTION 15.01. EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Company or any predecessor or successor
corporation or company, either directly or through the Company or any
predecessor or successor corporation or company or any Successor Corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that this Indenture and the obligations issued hereunder are
solely corporate obligations of the Company, and that no such personal liability
whatsoever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors, or employees, as such, of the Company or any
predecessor or successor corporation or company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance
of such Securities.

     SECTION 15.02. 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. Any such counterpart, as

                                       102
<Page>

recorded or filed in any jurisdiction, may omit such portions of Exhibits A
hereto as shall not describe or refer to properties located in such
jurisdiction.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

                                       103
<Page>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                              AQUILA, INC.


                              By:     /s/ Randal P. Miller
                                  --------------------------------
                              Name:  Randal P. Miller


                              BANK ONE TRUST COMPANY, N.A., as Trustee


                              By:        /s/ J. Morand
                                  -----------------------------------
                              Name:  J. Morand
                              Title: Vice President

<Page>

STATE OF   MISSOURI                  )
                                     )   SS.
COUNTY OF    JACKSON                 )

     On this 4th day of April, 2003, before me appeared Randal P. Miller to me
personally known, who, being by me duly sworn, did say that he is the Vice
President - Finance and Treasurer of AQUILA, INC., a corporation described in
and which executed the foregoing instrument, and that said instrument was signed
on behalf of said corporation by authority of its board of directors, and said
Randal P. Miller acknowledged said instrument to be the free act and deed of
said corporation.

[NOTARIAL SEAL]                                        /s/ Sara L. Henning
                                                --------------------------------
                                                          Notary Public

My Commission Expires:

         12/28/2005
--------------------------------



STATE OF ILLINOIS                    )
                                     )   SS.
COUNTY OF COOK                       )



     On this 2nd day of April, 2003, before me appeared J. Morand to me
personally known, who, being by me duly sworn, did say that he is the Vice
President of BANK ONE TRUST COMPANY, N.A., a corporation described in and which
executed the foregoing instrument, and that said instrument was signed on behalf
of said corporation by authority of its board of directors, and said J. Morand
acknowledged said instrument to be the free act and deed of said corporation.

[NOTARIAL SEAL]                                      /s/ Darla R. Coulson
                                                --------------------------------
                                                         Notary Public

My Commission Expires:

         02/27/2007
--------------------------------

<Page>

                                                                       EXHIBIT A

                                  REAL PROPERTY