<PAGE>   1
                                                                     Exhibit 4.1



                               CALPINE CORPORATION


                                       and


                          THE BANK OF NEW YORK, Trustee


                                    Indenture

                        Dated as of _______________, 2000



                                 Debt Securities
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                                TABLE OF CONTENTS
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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.1       Definitions.................................................................................   2
   SECTION 1.2       Other Definitions...........................................................................   9
   SECTION 1.3       Incorporation by Reference of TIA...........................................................   9
   SECTION 1.4       Rules of Construction.......................................................................   9


                                   ARTICLE II

                                 THE SECURITIES

   SECTION 2.1       Securities Issuable in Series...............................................................  10
   SECTION 2.2       Form and Dating.............................................................................  12
   SECTION 2.3       Execution and Authentication................................................................  13
   SECTION 2.4       Registrar and Paying Agent..................................................................  13
   SECTION 2.5       Paying Agent To Hold Money in Trust.........................................................  14
   SECTION 2.6       Securityholder Lists........................................................................  14
   SECTION 2.7       Transfer and Exchange.......................................................................  14
   SECTION 2.8       Replacement Securities......................................................................  16
   SECTION 2.9       Outstanding Securities......................................................................  16
   SECTION 2.10      Determination of Holders' Action............................................................  17
   SECTION 2.11      Temporary Securities........................................................................  17
   SECTION 2.12      Cancellation................................................................................  17
   SECTION 2.13      Defaulted Interest..........................................................................  17


                                   ARTICLE III

                                    COVENANTS

   SECTION 3.1       Payment of Securities.......................................................................  18
   SECTION 3.2       Maintenance of Office or Agency.............................................................  18
   SECTION 3.3       Limitation on Sale/Leaseback Transactions...................................................  18
   SECTION 3.4       Limitation on Liens.........................................................................  19
   SECTION 3.5       Compliance Certificate......................................................................  20
   SECTION 3.6       SEC Reports.................................................................................  21
   SECTION 3.7       Notice of Defaults and Other Events.........................................................  21
   SECTION 3.8       Further Instruments and Acts................................................................  21
   SECTION 3.9       Waiver of Certain Covenants.................................................................  21


                                   ARTICLE IV

                      CONSOLIDATION, MERGER, SALE AND LEASE

   SECTION 4.1       Merger and Consolidation of Company.........................................................  22
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   SECTION 4.2       Successor Substituted.......................................................................  22


                                    ARTICLE V

                              DEFAULTS AND REMEDIES

   SECTION 5.1       Events of Default...........................................................................  23
   SECTION 5.2       Acceleration................................................................................  24
   SECTION 5.3       Other Remedies..............................................................................  25
   SECTION 5.4       Waiver of Past Defaults.....................................................................  25
   SECTION 5.5       Control by Majority.........................................................................  25
   SECTION 5.6       Limitation on Suits.........................................................................  26
   SECTION 5.7       Rights of Holders To Receive Payment........................................................  26
   SECTION 5.8       Collection Suit by Trustee..................................................................  26
   SECTION 5.9       Trustee May File Proofs of Claim............................................................  26
   SECTION 5.10      Priorities..................................................................................  27
   SECTION 5.11      Undertaking for Costs.......................................................................  27
   SECTION 5.12      Waiver of Stay or Extension Laws............................................................  27


                                   ARTICLE VI

                                     TRUSTEE

   SECTION 6.1       Duties of Trustee...........................................................................  28
   SECTION 6.2       Rights of Trustee...........................................................................  29
   SECTION 6.3       Individual Rights of Trustee................................................................  30
   SECTION 6.4       Trustee's Disclaimer........................................................................  30
   SECTION 6.5       Notice of Defaults..........................................................................  30
   SECTION 6.6       Reports by Trustee to Holders...............................................................  30
   SECTION 6.7       Compensation and Indemnity..................................................................  31
   SECTION 6.8       Replacement of Trustee......................................................................  31
   SECTION 6.9       Successor Trustee by Merger, etc............................................................  32
   SECTION 6.10      Eligibility; Disqualification; Conflicting Interests........................................  32
   SECTION 6.11      Preferential Collection of Claims Against Company...........................................  33


                                   ARTICLE VII

                     SATISFACTION AND DISCHARGE OF INDENTURE

   SECTION 7.1       Discharge of Liability on Securities........................................................  33
   SECTION 7.2       Termination of Company's Obligations........................................................  33
   SECTION 7.3       Defeasance and Discharge of Indenture.......................................................  34
   SECTION 7.4       Defeasance of Certain Obligations...........................................................  36
   SECTION 7.5       Application of Trust Money..................................................................  37
   SECTION 7.6       Repayment to Company........................................................................  38
   SECTION 7.7       Reinstatement...............................................................................  38
   SECTION 7.8       Deposited Money and U.S.  Government Obligations to be Held in Trust: Miscellaneous
                        Provisions...............................................................................  38

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ii
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                                  ARTICLE VIII

                           AMENDMENTS AND SUPPLEMENTS

   SECTION 8.1       Without Consent of Holders..................................................................  38
   SECTION 8.2       With Consent of Holders.....................................................................  39
   SECTION 8.3       Compliance with Trust Indenture Act.........................................................  40
   SECTION 8.4       Revocation and Effect of Consents...........................................................  40
   SECTION 8.5       Notation on or Exchange of Securities.......................................................  40
   SECTION 8.6       Trustee To Sign Amendments..................................................................  41
   SECTION 8.7       Fixing of Record Dates......................................................................  41


                                   ARTICLE IX

                                   REDEMPTION

   SECTION 9.1       Applicability of Article....................................................................  41
   SECTION 9.2       Election to Redeem; Notice to Trustee.......................................................  41
   SECTION 9.3       Selection by Trustee of Securities to be Redeemed...........................................  42
   SECTION 9.4       Notice of Redemption........................................................................  42
   SECTION 9.5       Deposit of Redemption Price.................................................................  43
   SECTION 9.6       Securities Redeemed in Part.................................................................  43


                                    ARTICLE X

                                  MISCELLANEOUS

   SECTION 10.1      Trust Indenture Act Controls................................................................  43
   SECTION 10.2      Notices.....................................................................................  44
   SECTION 10.3      Communication by Holders with Other Holders.................................................  44
   SECTION 10.4      Certificate and Opinion as to Conditions Precedent..........................................  44
   SECTION 10.5      Statements Required in Certificate or Opinion...............................................  45
   SECTION 10.6      Rules by Trustee and Agents.................................................................  45
   SECTION 10.7      Legal Holidays..............................................................................  45
   SECTION 10.8      Successors; No Recourse Against Others......................................................  45
   SECTION 10.9      Duplicate Originals.........................................................................  46
   SECTION 10.10     Other Provisions............................................................................  46
   SECTION 10.11     Governing Law...............................................................................  46


   SIGNATURES....................................................................................................  55

   EXHIBIT A - Form of Security.................................................................................  A-1
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                                      iii
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                     Certain Sections of this Indenture relating to Sections 310
   through 318, inclusive, of the Trust Indenture Act of 1939 (the "TIA"):
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   TIA                                                                                           Indenture Section
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   Section 310    (a)(1)......................................................................   6.10, 10.1
                  (a)(2)......................................................................   6.10
                  (a)(3)......................................................................   Not Applicable
                  (a)(4)......................................................................   Not Applicable
                  (a)(5)......................................................................   Not Applicable
                  (b).........................................................................   6.8, 6.10
   Section 311    (a).........................................................................   6.11
                  (b).........................................................................   6.11
   Section 312    (a).........................................................................   2.6
                  (b).........................................................................   10.3
                  (c).........................................................................   10.3
   Section 313    (a).........................................................................   6.6
                  (b).........................................................................   6.6
                  (c).........................................................................   6.6
                  (d).........................................................................   6.6
   Section 314    (a).........................................................................   3.6
                  (a) (4).....................................................................   3.5
                  (b).........................................................................   Not Applicable
                  (c).........................................................................   10.4, 10.5
                  (d).........................................................................   Not Applicable
                  (e).........................................................................   10.5
   Section 315    (a).........................................................................   6.1
                  (b).........................................................................   6.5
                  (c).........................................................................   6.1
                  (d).........................................................................   6.1
                  (e).........................................................................   5.11
   Section 316    (a).........................................................................   1.3
                  (a)(1)(A)...................................................................   5.5
                  (a)(1)(B) ..................................................................   Not Applicable
                  (a)(2)......................................................................   Not Applicable
                  (b).........................................................................   5.7
                  (c).........................................................................   8.7
   Section 317    (a)(1)......................................................................   5.8
                  (a)(2)......................................................................   5.9
                  (b).........................................................................   2.5
   Section 318    (a).........................................................................   10.1
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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>   6
   INDENTURE, dated as of _______________, 2000, between Calpine Corporation, a
   Delaware corporation (the "Company"), and The Bank of New York, a New York
   banking corporation (the "Trustee").


         WHEREAS, the Company desires to issue debt securities in one or more
series from time to time hereunder in an unlimited aggregate principal amount;
and


         WHEREAS, the Trustee desires to act as Trustee with respect to such
securities;


         NOW, THEREFORE, each party agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the holders of such
securities or of series thereof:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1       Definitions.

         "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 Person, means the power to direct 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.

         "Agent" means, with respect to any Series of Securities, any Registrar,
Paying Agent, authenticating agent, co-registrar or additional paying agent
appointed pursuant to this Indenture with respect to such Series.

         "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the rate of
interest set forth or implicit in the terms of such lease (or, if not
practicable to determine such rate, the weighted average rate of interest borne
by the Securities outstanding hereunder (calculated, in the event of the
issuance of any original issue discount Securities, based on the imputed
interest rate with respect thereto)), compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

         "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of (A) the numbers of years from the date of determination
to the dates of each successive scheduled principal payment of such Indebtedness
or scheduled redemption or similar payment with respect to such Indebtedness or
Preferred Stock multiplied by (B) the amount of such payment by (ii) the sum of
all such payments.

         "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.


                                       2
<PAGE>   7
         "Business Day" means each day which is not a Legal Holiday.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation or any
and all equivalent ownership interests in a Person (other than a corporation).

         "Capitalized Lease Obligations" of any Person means the rental
obligations under any lease of any property (whether real, personal or mixed) of
which the discounted present value of the rental obligations of such Person as
lessee, in conformity with GAAP, is required to be capitalized on the balance
sheet of such Person; the Stated Maturity of any such lease shall be the date of
the last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without payment
of a penalty.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Common Stock" means the Common Stock, par value $.001 per share, of
the Company.

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the terms and conditions of this Indenture and
thereafter means the successor.

         "Consolidated Current Liabilities," as of the date of determination,
means the aggregate amount of consolidated liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating (i) all
inter-company items between the Company and its Subsidiaries and (ii) all
current maturities of long-term Indebtedness, all as determined in accordance
with GAAP.

         "Consolidated Net Tangible Assets" means, as of any date of
determination, as applied to the Company, the total amount of Consolidated
assets (less accumulated depreciation or amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items)
under GAAP which would appear on a Consolidated balance sheet of the Company and
its Subsidiaries, determined in accordance with GAAP, and after giving effect to
purchase accounting and after deducting therefrom, to the extent otherwise
included, the amounts of: (i) Consolidated Current Liabilities; (ii) minority
interests in consolidated Restricted Subsidiaries held by Persons other than the
Company or a Restricted Subsidiary; (iii) excess of cost over fair value of
assets of businesses acquired, as determined in good faith by the Board of
Directors; (iv) any revaluation or other write-up in value of assets subsequent
to December 31, 1993 as a result of a change in the method of valuation in
accordance with GAAP; (v) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items; (vi) treasury stock; and (vii) any cash set apart and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities.


                                       3
<PAGE>   8
         "Consolidation" means, with respect to any Person, the consolidation of
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and such subsidiaries are consolidated in accordance
with GAAP. The term "Consolidated" shall have a correlative meaning.

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Defaulted Interest" means any interest on any Security which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, such Defaulted Interest to accrue at the same rate per annum as interest
accrued or accredited, as the case may be, on the Business Day immediately
preceding such Interest Payment Date.

         "Depository" means The Depository Trust Company, its nominees, and
their respective successors until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture and thereafter
"Depository" shall mean or include each Person who is then a Depository
hereunder.

         "Directors' Certificate" means a certificate signed by two members of
the Board of Directors.

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

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect and, to the extent optional, adopted by the
Company on the date of the Indenture, consistently applied.

         "guarantee" means, as applied to any obligation, contingent or
otherwise, of any Person, (i) a guarantee, direct or indirect, in any manner, of
any part or all of such obligation (other than by endorsement of negotiable
instruments for collection in the ordinary course of business) and (ii) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to insure in any way the payment or performance (or payment of damages
in the event of nonperformance) of any part or all of such obligation, including
the payment of amounts drawn down under letters of credit.

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Incur" means, as applied to any obligation, to create, incur, issue,
assume, guarantee or in any other manner become liable with respect to,
contingently or otherwise, such obligation, and "Incurred," "Incurrence" and
"Incurring" shall each have a correlative meaning; provided, however, that any
amendment, modification or waiver of any provision of any document pursuant to
which Indebtedness was previously Incurred shall not be deemed to be an
Incurrence of Indebtedness as long as (i) such amendment, modification or waiver
does not (A) increase the principal or premium thereof or interest rate thereon,
(B) change to an earlier date the Stated Maturity thereof or the date of any
scheduled or required principal payment thereon or the time or circumstances
under which such Indebtedness may or shall be redeemed, (C) if such Indebtedness
is contractually subordinated in right of payment to the Securities, modify or
affect,

                                       4
<PAGE>   9
in any manner adverse to the Holders, such subordination or (D) if the Company
is the obligor thereon, provide that a Restricted Subsidiary shall be an obligor
and (ii) such Indebtedness would, after giving effect to such amendment,
modification or waiver as if it were an Incurrence, comply with clause (i) of
the first proviso to the definition of "Refinancing Indebtedness."

         "Indebtedness" of any Person means, without duplication, (i) the
principal in respect of indebtedness of such Person for money borrowed and; (ii)
all Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect to
letters of credit securing obligations (other than obligations described in (i)
and (ii) above) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (iv) all obligations of the type referred to in
clauses (i) through (iii) of other Persons and all dividends of other Persons
for the payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise; and (v) all
obligations of the type referred to in clauses (i) through (iv) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation on any date
of determination being deemed to be the lesser of the value of such property or
assets or the amount of the obligation so secured. The amount of Indebtedness of
any Person at any date shall be, with respect to unconditional obligations, the
outstanding balance at such date of all such obligations as described above and,
with respect to any contingent obligations at such date, the maximum liability
determined by such Person's board of directors, in good faith, as, in light of
the facts and circumstances existing at the time, reasonably likely to be
Incurred upon the occurrence of the contingency giving rise to such obligation.

         "Indenture" means, with respect to each Series of Securities, this
Indenture as originally executed or as it is amended or supplemented from time
to time by one or more indentures supplemental hereto entered into in accordance
with the applicable provisions hereof, and shall include the terms of each
particular Series of Securities established as contemplated by Section 2.1.

         "Interest Payment Date" means, with respect to any Series, the stated
maturity of an installment of interest on the Securities of such Series.

         "Lien" means any mortgage, lien, pledge, charge, or other security
interest or encumbrance of any kind (including any conditional sale or other
title retention agreement and any lease in the nature thereof).

         "Officer" means the Chairman, the President, any Vice President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, the
Secretary, any Assistant Treasurer, any Assistant Secretary or the Controller or
Principal Accounting Officer of the Company.

         "Officers' Certificate" means a certificate signed by two Officers, one
of whom must be the President, the Treasurer or a Vice President. Each Officers'
Certificate (other than

                                       5
<PAGE>   10
certificates provided pursuant to TIA Section 314(a)(4)) shall include the
statements provided for in TIA Section 314(e).

         "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel, if so acceptable, may be an employee of
or counsel to the Company or the Trustee. Each such Opinion of Counsel shall
include the statements provided for in TIA Section 314(e).

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

         "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "Principal" of a Security means the principal of the Security plus, if
applicable, the premium on the Security due on the Stated Maturity.

         "Redemption Date" means, when used with respect to any Security of any
Series 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 of any
Series to be redeemed, the price specified in such Security at which it is to be
redeemed pursuant to this Indenture.

         "Refinancing Indebtedness" means Indebtedness that refunds, refinances,
replaces, renews, repays or extends (including pursuant to any defeasance or
discharge mechanism) (collectively, "refinances," and "refinanced" shall have a
correlative meaning) any Indebtedness of the Company or a Restricted Subsidiary
existing on the date of this Indenture or Incurred in compliance with the
Indenture (including Indebtedness of the Company that refinances Indebtedness of
any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness; provided, however, that (i) if the
Indebtedness being refinanced is contractually subordinated in right of payment
to the Securities, the Refinancing Indebtedness shall be contractually
subordinated in right of payment to the Securities to at least the same extent
as the Indebtedness being refinanced, (ii) the Refinancing Indebtedness is
scheduled to mature either (a) no earlier than the Indebtedness being refinanced
or (b) after the Stated Maturity of the Securities, (iii) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being refinanced and (iv) such Refinancing Indebtedness is in an aggregate
principal amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or if
issued with original issue discount, the aggregate accreted value) then
outstanding (plus fees and expenses, including any premium, swap breakage and
defeasance costs) under the Indebtedness being refinanced; and provided,


                                       6
<PAGE>   11
further, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Subsidiary of the Company that refinances Indebtedness of the Company or (y)
Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary.

         "Restricted Subsidiary" means any Subsidiary of the Company that is not
designated an Unrestricted Subsidiary by the Board of Directors.

         "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Subsidiary transfers
such property to a Person and leases it back from such Person, other than leases
for a term of not more than 36 months or between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means all series of unsecured debentures, notes or other
evidence of indebtedness of the Company that are issued under and pursuant to
the terms of this Indenture.

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

         "Senior Indebtedness" means all indebtedness incurred, assumed or
guaranteed by the Company, whether or not represented by bonds, debentures notes
or other securities, for money borrowed, and any deferrals, renewals or
extensions or refunding of any such indebtedness, unless in the instrument
creating or evidencing any such indebtedness or pursuant to which the same is
outstanding it is specifically stated, at or prior to the time the Company
becomes liable in respect thereof, that any such indebtedness or such deferral,
renewal, extension or refunding thereof is not Senior Indebtedness.

         "Significant Subsidiary" means any Subsidiary (other than an
Unrestricted Subsidiary) that would be a "Significant Subsidiary" of the Company
within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency).

         "Subsidiary" means, as applied to any Person, any corporation,
partnership, trust, association or other business entity of which an aggregate
of at least 50% of the outstanding Voting Shares or an equivalent controlling
interest therein, of such Person is, at the time, directly or indirectly, owned
by such Person and/or one or more Subsidiaries of such Person.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date first above written.

         "Trustee" means the party named as such above until a successor
replaces it and thereafter means the successor, and if at any time there is more
than one such Person, "Trustee"

                                       7
<PAGE>   12
as used with respect to the Securities of any Series shall mean the Trustee with
respect to the Securities of that Series.

         "Trust Officer" means any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters or to whom any corporate trust
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

         "Uniform Commercial Code" means the New York Uniform Commercial Code as
in effect from time to time.

         "Unrestricted Subsidiary" means (i) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company or any other Subsidiary that is not a
Subsidiary of the Subsidiary to be so designated; provided, that the Subsidiary
to be so designated and all other Subsidiaries previously so designated at the
time of any determination hereunder shall, in the aggregate, have total assets
not greater than 5% of Consolidated Net Tangible Assets as determined based on
the Consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter for which financial statements are available. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company; provided, however, that immediately after giving
effect to such designation no Default or Event of Default shall have occurred
and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the board
resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provision;
provided, however, that the failure to so file such resolution and/or Officers'
Certificate with the Trustee shall not impair or affect the validity of such
designation.

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable before the Stated Maturity
thereof.

         "Voting Shares," with respect to any corporation, means the Capital
Stock having the general voting power under ordinary circumstances to elect at
least a majority of the board of directors (irrespective of whether or not at
the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

         "Wholly Owned Subsidiary" means a Subsidiary (other than an
Unrestricted Subsidiary) all the Capital Stock of which (other than directors'
qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.


                                       8
<PAGE>   13
SECTION 1.2       Other Definitions.

<TABLE>
<CAPTION>

TERM                                                       DEFINED IN SECTION
----                                                       ------------------
<S>                                                        <C>
"Additional Securities"...................................   2.1
"Bankruptcy Law"..........................................   5.1
"Custodian"...............................................   5.1
"Event of Default"........................................   5.1
"Global Securities".......................................   2.2
"Legal Holiday"...........................................   1.7
"Notice of Default".......................................   5.1
"Paying Agent"............................................   2.4
"Registrar"...............................................   2.4
"Series"..................................................   2.1
"Successor Corporation"...................................   4.1(i)
</TABLE>

SECTION 1.3 Incorporation by Reference of TIA.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "Commission" means the SEC;

         "indenture securities" means the Securities;

         "indenture security holder" means a Holder or Securityholder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the indenture securities means the Company.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them by the TIA.

SECTION 1.4 Rules of Construction.

         Unless the context otherwise requires:

         (a) a term has the meaning assigned to it;


                                       9
<PAGE>   14
         (b) "generally accepted accounting principles" means, and any
accounting term not otherwise defined has the meaning assigned to it and shall
be construed in accordance with, GAAP;

         (c) "or" is not exclusive;

         (d) words in the singular include the plural, and in the plural include
the singular;

         (e) provisions apply to successive events and transactions;

         (f) "including" means "including, without limitation";

         (g) unsecured debt shall not be deemed to be subordinate or junior to
secured debt merely by virtue of its nature as unsecured debt;

         (h) the principal amount of any non-interest bearing or other discount
Security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the Company dated such date prepared in accordance with
generally accepted accounting principles; and

         (i) the principal amount (if any) of any Preferred Stock shall be the
greatest of (i) the stated value, (ii) the redemption price or (iii) the
liquidation preference of such Preferred Stock.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1 Securities Issuable in Series.

         Securities may be issued hereunder in one or more series, each series
(a "Series") having identical terms but for authentication date and public
offering price.

         Securities issued hereunder shall be issued pursuant to authority
granted by the Board of Directors and, prior to the issue of the first
Securities hereunder, the Company shall set forth in an a Directors'
Certificate, or establish in one or more indentures supplemental hereto, the
following terms which shall be applicable to such Series:

                  (1) the title, including CUSIP number, of the Series (which
         shall distinguish the Securities of such Series from all other
         Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of such Series which may be authenticated and delivered
         under this Agreement (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or for
         replacement of, or in lieu of, other Securities of the Series pursuant
         to Sections 2.7, 2.8 or 2.11);


                                       10
<PAGE>   15
                  (3) the date or dates on which the principal on the Securities
         of the Series are payable;

                  (4) the rate or rates, or the method of determination thereof,
         at which the Securities of the Series shall bear interest, if any, the
         date or dates from which such interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable and the record
         dates for the determination of Holders to whom interest is payable;

                  (5) the place or places where the principal of, and interest
         on Securities of the Series shall be payable;

                  (6) the obligation, if any, of the Company to redeem, purchase
         or repay the Securities of such Series pursuant to any right to do so
         contained in the Securities or pursuant to sinking fund or analogous
         provisions or at the option of a Holder thereof and the price or prices
         at which and the period or periods within which and the terms and
         conditions upon which the Securities of such Series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

                  (7) the denominations in which the Securities of such Series
         shall be issuable, if other than integral multiples of $1,000;

                  (8) if other than the principal amount thereof, the portion of
         the principal amount of the Securities of such Series which shall be
         payable upon the declaration of acceleration of the maturity thereof
         pursuant to Section 5.2;

                  (9) any Events of Default with respect to the Securities of
         such Series, if not set forth in this Indenture;

                  (10) if other than those named herein, any other depositaries,
         authenticating or paying agents, transfer agents or registrars or any
         other agents with respect to such Series;

                  (11) the stock exchanges, if any, on which the Securities will
         be listed and related information;

                  (12) any applicable restrictions on the transfer of any of the
         Securities of such Series;

                  (13) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or interest, if any, on any Securities of the series shall
         be payable and the manner of deferring the equivalent thereof on the
         currencies of the United States of America for any purpose;

                  (14) if applicable, the terms of any right to convert
         Securities of the series into, or to exchange Securities of the series
         for, shares of Common Stock or other securities or property; and


                                       11
<PAGE>   16
                  (15) any other terms of the Series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one Series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Directors' Certificate.

         Additional Securities of the same Series may be issued subsequent to
the original issue date of any Securities of such Series (hereinafter called
"Additional Securities") following the receipt of the Trustee of an Directors'
Certificate pertaining to such Additional Securities, which Directors'
Certificate will identify the Series to which such Additional Securities belongs
and the issue date and aggregate principal amount of the Securities of such
Additional Securities. Any such Additional Securities shall be issued initially
as provided in Section 2.3.

         Additional Securities, together with each prior and subsequent
Securities of the same Series, shall constitute one and the same Series of
Securities for all purposes under this Indenture.

SECTION 2.2 Form and Dating.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A annexed hereto, which is part of this
Indenture, with such appropriate insertions, omissions and other variations as
are required or permitted by this Indenture, and may have such legends or
endorsements placed thereon as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication.

         The terms and provisions contained in the form of Securities annexed
hereto as Exhibit A shall constitute, and are expressly made, a part of this
Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

         The Securities shall be issued initially in the form of one or more
permanent global Securities in registered form, substantially in the form as
above recited (the "Global Securities"), deposited with or on behalf of the
Trustee, as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. Each Global Security shall
bear such legend as may be required or reasonably requested by the Depository.

         The definitive Securities shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.


                                       12
<PAGE>   17
SECTION 2.3 Execution and Authentication.

         Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be impressed, affixed, imprinted
or reproduced on the Securities and may be in facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Trustee. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall authenticate Securities upon a written order of the
Company signed by two Officers. Such order shall specify the Series and the
amount of the Securities to be authenticated and the date on which such
Securities are to be authenticated. The aggregate principal amount of Securities
outstanding at any time is unlimited.

         The Trustee shall initially act as authenticating agent and may
subsequently appoint another Person acceptable to the Company as authenticating
agent to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.
Provided that the authentication agent has entered into an agreement with the
Company concerning the authentication agent's duties, the Trustee shall not be
liable for any act or any failure of the authenticating agent to perform any
duty either required herein or authorized herein to be performed by such person
in accordance with this Indenture.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         The Securities shall be issued only in registered form without coupons.

SECTION 2.4 Registrar and Paying Agent.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent and the term "Registrar" includes any co-registrar.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall

                                       13
<PAGE>   18
promptly notify the Trustee of the name and address of any such agent and any
change in the address of such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 6.7. The Company or any
Subsidiary or Affiliate of the Company may act as Paying Agent, Registrar,
co-registrar or transfer agent.

         The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

SECTION 2.5 Paying Agent To Hold Money in Trust.

         On or prior to 11:00 a.m., eastern standard time, on each due date of
the principal and interest on any Security, the Company shall deposit with the
Paying Agent a sum of money denominated in the currency of such payment, in
immediately available funds, sufficient to pay such principal and interest in
funds available when such becomes due. The Company shall require each Paying
Agent (other than the Trustee) to agree in writing that the Paying Agent shall
hold in trust for the benefit of Securityholders or the Trustee all money held
by the Paying Agent for the payment of principal of or interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities) and shall notify the Trustee of any default by the
Company (or any other obligor on the Securities) in making any such payment. If
the Company or a Subsidiary or an Affiliate of the Company acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund for the benefit of the Securityholders. If the Company
defaults in its obligation to deposit funds for the payment of principal and
interest the Trustee may, during the continuation of such default, require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed by it. Upon doing so, the Paying Agent (other
than the Company or a Subsidiary or Affiliate of the Company) shall have no
further liability for the money delivered to the Trustee.

SECTION 2.6 Securityholder Lists.

         The Trustee shall preserve in as current a form as reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Securityholders, and the Company shall otherwise comply with
TIA Section 312(a).

SECTION 2.7 Transfer and Exchange.

         The Securities shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(a)
of the Uniform Commercial Code are met (and the Registrar shall be entitled to
assume such requirements have been met unless it receives written notice to the
contrary) and, if so required by the Trustee or the Company, if the Security
presented is

                                       14
<PAGE>   19
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Company, duly executed by the registered owner or by his or her
attorney duly authorized in writing. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall make the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Depository shall, by acceptance of a Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
through a book-entry system maintained by the Depository (or its agent), and
that ownership of a beneficial interest in the Global Security shall be required
to be reflected in a book entry.

         No service charge shall be made for any registration of transfer or
exchange of the Securities, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange pursuant to Section 2.11 or 8.5).

         Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

         Notwithstanding any other provisions of this Section 2.7, unless and
until it is exchanged in whole or in part for Securities of any Series in
definitive registered form, a Global Security representing all or a portion of
the Securities may not be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository to such Depository
or another nominee of such Depository or by such Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.

         If the Depository notifies the Company that it is unwilling or unable
to continue as Depository for the Global Securities or if at any time the
Depository shall no longer be eligible under the next sentence of this
paragraph, the Company shall appoint a successor Depository with respect to the
Securities. Each Depository appointed pursuant to this Section 2.7 must, at the
time of its appointment and at all times while it serves as Depository, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation. The Company will execute, and the Trustee will
authenticate and deliver upon a written order of the Company signed by two
Officers, Securities in definitive registered form in any authorized
denominations representing Securities of each Series in exchange for such Global
Security or Securities if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Global Securities or if at
any time the Depository shall no longer be eligible to serve as Depository and a
successor Depository for the Securities is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
ineligibility or (ii) an Event of Default has occurred and is continuing.


                                       15
<PAGE>   20
         The Company may at any time and in its sole discretion determine that
the Securities shall no longer be represented by a Global Security or
Securities. In such event the Company will execute, and the Trustee will
authenticate and deliver upon a written order of the Company signed by two
Officers, Securities in definitive registered form in any authorized
denominations representing such Securities in exchange for such Global Security
or Securities.

         Upon the exchange of a Global Security for Securities in definitive
registered form without coupons, in authorized denominations, such Global
Security shall be cancelled by the Trustee. Securities in definitive registered
form issued in exchange for a Global Security pursuant to this Section 2.7 shall
be registered in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

         All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture will evidence the same debt and will be entitled to the
same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

SECTION 2.8 Replacement Securities.

         If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken and the Holder furnishes to the Company and the Trustee
evidence to their satisfaction of such loss, destruction or wrongful taking, the
Company shall issue and the Trustee shall, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, authenticate a replacement Security if the requirements of Section
8-405 of the Uniform Commercial Code are met (and the Registrar shall be
entitled to assume such requirements have been met unless it receives written
notice to the contrary) and if there is delivered to the Company and the Trustee
such security or indemnity as may be required to save each of them harmless,
satisfactory to the Company and the Trustee. The Company and the Trustee may
charge the Holder for their expenses in replacing a Security.

         Every replacement Security of each Series is an additional obligation
of the Company and shall be entitled to the benefits of this Indenture.

SECTION 2.9 Outstanding Securities.

         The Securities of each Series outstanding at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

         If all the principal and interest on any Securities of any Series are
considered paid under Section 3.1, the Securities of such Series cease to be
outstanding under this Indenture and interest on the Securities of such Series
shall cease to accrue.


                                       16
<PAGE>   21
         If the Paying Agent (other than the Company or a Subsidiary or an
Affiliate of the Company) holds in accordance with this Indenture on a maturity
date money sufficient to pay all principal and interest due on that date with
respect to Securities of any Series then on and after that date such Securities
cease to be outstanding and interest on them ceases to accrue (unless there
shall be a default in such payment).

         Subject to Section 2.10, a Security does not cease to be outstanding
because the Company or an Affiliate thereof holds the Security.

SECTION 2.10 Determination of Holders' Action.

         In determining whether the Holders of the required principal amount of
any Series of Securities have concurred in any direction, amendment, waiver or
consent, Securities owned by or pledged to the Company, any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned or pledged shall be so disregarded.

SECTION 2.11 Temporary Securities.

         Until definitive Securities of any Series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities of
such Series. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee, upon the written order of the Company signed by
two Officers, shall authenticate definitive Securities in exchange for temporary
Securities. Until such exchange, temporary Securities of any Series shall be
entitled to the same rights, benefits and privileges as definitive Securities of
such Series.

SECTION 2.12 Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment or cancellation and shall return such cancelled
Securities to the Company. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

SECTION 2.13 Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities of
any Series, it shall pay Defaulted Interest, plus any interest payable on the
Defaulted Interest to the extent permitted by law, in any lawful manner. It may
pay the Defaulted Interest to the Persons who are Securityholders on a
subsequent special record date which date shall be at least five Business Days
prior to the payment date. The Company shall fix the special record date and
payment date. At least 15 days before the special record date, the Company (or
the Trustee, in the name

                                       17
<PAGE>   22
of and at the expense of the Company) shall mail to Securityholders a notice
that states the special record date, payment date and amount of interest to be
paid.

                                  ARTICLE III

                                    COVENANTS

SECTION 3.1 Payment of Securities.

         The Company shall pay the principal of, and interest on the Securities
of each Series on the dates and in the manner provided in such Securities. The
Company shall pay interest on overdue principal at the rate borne by such
Securities; it shall pay interest on overdue installments of interest at the
rate borne by such Securities to the extent lawful. Principal and interest shall
be considered paid on the date due if the Trustee or the Paying Agent (other
than the Company or a Subsidiary or an Affiliate of the Company) has received
from or on behalf of the Company money sufficient to pay all principal and
interest then due in accordance with Section 2.5.

SECTION 3.2 Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 10.2.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

SECTION 3.3 Limitation on Sale/Leaseback Transactions.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction unless (i) the Company or such
Restricted Subsidiary would be entitled to create a Lien on such property
securing Indebtedness in an amount equal to the Attributable Debt with respect
to such transaction without equally and ratably securing the Securities pursuant
to Section 3.4 or (ii) the net proceeds of such sale are at least equal to the
fair value (as determined by the Board of Directors) of such property or asset
and the Company or such Restricted Subsidiary shall apply or cause to be applied
an amount in cash equal to the net proceeds of such sale to the retirement,
within 180 days of the effective date of any such

                                       18
<PAGE>   23
arrangement, of Indebtedness of the Company or any Restricted Subsidiary;
provided, however, that in addition to the transactions permitted pursuant to
the foregoing clauses (i) and (ii), the Company or any Restricted Subsidiary may
enter into a Sale/Leaseback Transaction as long as the sum of (x) the
Attributable Debt with respect to such Sale/Leaseback Transaction and all other
Sale/Leaseback Transactions entered into pursuant to this proviso plus (y) the
amount of outstanding Indebtedness secured by Liens Incurred pursuant to the
final proviso to Section 3.4 does not exceed 15% of Consolidated Net Tangible
Assets as determined based on the consolidated balance sheet of the Company as
of the end of the most recent fiscal quarter for which financial statements are
available; and provided, further, that a Restricted Subsidiary may enter into a
Sale/Leaseback Transaction with respect to property or assets owned by such
Restricted Subsidiary, the proceeds of which are used to explore, drill,
develop, construct, purchase, repair, improve or add to property or assets of
any Restricted Subsidiary, or to repay (within 365 days of the commencement of
full commercial operation of any such property) Indebtedness Incurred to
explore, drill, develop, construct, purchase, repair, improve or add to property
or assets of any Restricted Subsidiary.

SECTION 3.4 Limitation on Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, Incur any Lien on any of its properties or assets
(including Capital Stock), whether owned at the date of issuance of any series
of Securities pursuant to this Indenture or thereafter acquired, in each case to
secure Indebtedness of the Company or any Restricted Subsidiary, other than
(a)(1) Liens incurred by the Company or any Restricted Subsidiary securing
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case
may be, to finance the exploration, drilling, development, construction or
purchase of, or repairs, improvements or additions to, property or assets of the
Company or such Restricted Subsidiary, as the case may be, which Liens may
include Liens on the Capital Stock of such Restricted Subsidiary or (2) Liens
incurred by any Restricted Subsidiary that does not own, directly or indirectly,
at the time of such incurrence any operating properties or assets at the time of
such incurrence, securing Indebtedness Incurred to finance the exploration,
drilling, development, construction or purchase of, or repairs, improvements or
additions to, property or assets of any Restricted Subsidiary that does not,
directly or indirectly, own any operating properties or assets, which Liens may
include Liens on the Capital Stock of one or more Restricted Subsidiaries that
do not, directly or indirectly, own any operating properties or assets at the
time of such incurrence, provided, however, that the Indebtedness secured by any
such Lien may not be issued more than 365 days after the later of the
exploration, drilling, development, completion of construction, purchase,
repair, improvement, addition or commencement of full commercial operation of
the property or assets being so financed; (b) Liens existing on the date of the
issuance of such series of Securities (other than Liens relating to Indebtedness
or other obligations being repaid or Liens that are otherwise extinguished with
the proceeds of any offering of Securities pursuant to this Indenture); (c)
Liens on property, assets or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, that any such Lien may not extend to
any other property or assets owned by the Company or any Restricted Subsidiary;
(d) Liens on property or assets at the time the Company or a Subsidiary acquires
the property or asset, including any acquisition by means of a merger or
consolidation with or into the Company or a Subsidiary; provided, however, that
such Liens are not incurred in connection with, or in contemplation of, such
merger or consolidation; and provided, further, that the Lien may not extend to
any other property or asset owned by the Company or any Restricted


                                       19
<PAGE>   24
Subsidiary; (e) Liens securing Indebtedness or other obligations of a Subsidiary
owing to the Company or a Restricted Subsidiary or of the Company owing to a
Subsidiary; (f) Liens incurred on assets that are the subject of a Capitalized
Lease Obligation to which the Company or a Subsidiary is a party, which shall
include, Liens on the stock or other ownership interest in one or more
Restricted Subsidiaries leasing such assets; (g) Liens to secure any
refinancing, refunding, extension, renewal or replacement (or successive
refinancings, refundings, extensions, renewals or replacements) as a whole, or
in part, of any Indebtedness secured by any Lien referred to in the foregoing
clauses (a), (b), (c), (d) and (f), provided, however, that (x) such new Lien
shall be limited to all or part of the same property or assets that secured the
original Lien (plus repairs, improvements or additions to such property or
assets and Liens on the stock or other ownership interest in one or more
Restricted Subsidiaries beneficially owning such property or assets) and (y) the
amount of the Indebtedness secured by such Lien at such time (or, if the amount
that may be realized in respect of such Lien is limited, by contract or
otherwise, such limited lesser amount) is not increased (other than by an amount
necessary to pay fees and expenses, including premiums, related to the
refinancing, refunding, extension, renewal or replacement of such Indebtedness);
and (h) Liens by which the Securities are secured equally and ratably with other
Indebtedness pursuant to this Section 3.4; in any such case without effectively
providing that the Securities shall be secured equally and ratably with (or
prior to) the obligations so secured for so long as such obligations are so
secured; provided, however, that the Company or a Restricted Subsidiary may
Incur other Liens to secure outstanding Indebtedness as long as the sum of (x)
the lesser of (A) the amount of outstanding Indebtedness secured by Liens
Incurred pursuant to this proviso (or, if the amount that may be realized in
respect of such Lien is limited, by contract or otherwise, such limited lesser
amount) and (B) the fair value (as determined by the Board of Directors) of the
property securing such item of Indebtedness, plus (y) the Attributable Debt with
respect to all Sale/Leaseback Transactions entered into pursuant to the first
proviso to Section 3.3 does not exceed 15% of Consolidated Net Tangible Assets
as determined based on the Consolidated balance sheet of the Company as of the
end of the most recent fiscal quarter for which financial statements are
available.

SECTION 3.5 Compliance Certificate.

         The Company shall, within 120 days after the close of each fiscal year
in which Securities are outstanding hereunder, file with the Trustee an
Officer's Certificate, provided that one Officer executing the same shall be the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, covering the period from the date of issuance
of Securities hereunder to the end of the fiscal year in which the Securities
were first issued hereunder, in the case of the first such certificate, and
covering the preceding fiscal year in the case of each subsequent certificate,
and stating whether or not, to the knowledge of each such executing Officer, the
Company has complied with and performed and fulfilled all covenants on its part
contained in this Indenture and is not in Default in the performance or
observance of any of the terms or provisions contained in this Indenture, and,
if any such signer has obtained knowledge of any Default by the Company in the
performance, observance or fulfillment of any such covenant, term or provision
specifying each such Default and the nature thereof. For the purpose of this
Section 3.5, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.


                                       20
<PAGE>   25
SECTION 3.6 SEC Reports.

         The Company shall, to the extent required by TIA Section 314(a), file
with the Trustee, within 15 days after the filing with the SEC, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall, for so long as the Securities remain outstanding, file
with the Trustee, within 15 days after the Company would have been required to
file such documents with the SEC, copies of the annual reports and of the
information, documents and other reports which the Company would have been
required to file with the SEC if the Company had continued to be subject to such
Sections 13 or 15(d). The Company also shall comply with the other provisions of
TIA Section 314(a).

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

SECTION 3.7 Notice of Defaults and Other Events.

         In the event that any Indebtedness of the Company or any Significant
Subsidiary having an outstanding principal amount of $10,000,000 or more
individually or $25,000,000 or more in the aggregate has been or could be
declared due and payable before its maturity because of the occurrence of any
event of default under such Indebtedness (including any Default under this
Indenture), the Company, promptly after it becomes aware thereof, will give
written notice thereof to the Trustee.

SECTION 3.8 Further Instruments and Acts.

         Each of the Company (upon the reasonable request of the Trustee) and
the Trustee (upon the reasonable request of the Company) will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to enable the Trustee to exercise and enforce its rights
under this Indenture and to carry out more effectively the purpose of this
Indenture.

SECTION 3.9 Waiver of Certain Covenants

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 3.3 to 3.4, inclusive, with respect
to any Series of Securities, if before or after the time for such compliance the
Holders of at least 50% in principal amount of the Securities of such Series at
the time outstanding, shall either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant 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 covenant or
condition shall remain in full force and effect.


                                       21
<PAGE>   26
                                   ARTICLE IV

                      CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1 Merger and Consolidation of Company.

         The Company shall not in a single transaction or through a series of
related transactions consolidate with or merge with or into any other
corporation or sell, assign, convey, transfer or lease or otherwise dispose of
all or substantially all of its properties and assets as an entirety to any
Person or group of affiliated Persons, unless:

               (i) either (A) the Company shall be the continuing Person, or (B)
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or to which the properties and assets of the Company
as an entirety are transferred (the "Successor Corporation") shall be a
corporation organized and existing under the laws of the United States or any
State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
and substance reasonably satisfactory to the Trustee, all the obligations of the
Company under this Indenture and each Series of Securities;

               (ii) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing;

               (iii) the Company shall have delivered, or caused to be
delivered, to the Trustee an Officers' Certificate and, as to legal matters, an
Opinion of Counsel, each in form and substance reasonably satisfactory to the
Trustee, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with this Indenture and that all conditions
precedent herein provided for relating to such transaction have been complied
with;

         Notwithstanding the foregoing paragraph (ii), any Restricted Subsidiary
(other than a Subsidiary having an interest in a Facility) may consolidate with,
merge into or transfer all or part of its properties and assets to the Company
or any Wholly Owned Subsidiary or Wholly Owned Subsidiaries (other than a
Subsidiary or Subsidiaries which have an interest in a Facility) and no
violation of this Section shall be deemed to have occurred as a consequence
thereof, as long as the requirements of paragraphs (i) and (iii) are satisfied
in connection therewith.

SECTION 4.2 Successor Substituted.

         (a) Upon any such consolidation or merger, or any conveyance, transfer,
disposition or lease of all or substantially all of the properties or assets of
the Company in accordance with Section 4.1, the Successor Corporation shall
succeed to and be substituted for the Company under this Indenture and each
Series of Securities, and the Company shall thereupon be released from all
obligations hereunder and under each Series of Securities and the Company, as
the predecessor corporation, may thereupon or at any time thereafter be
dissolved, wound up or liquidated.


                                       22
<PAGE>   27
         (b) In the case of any consolidation, merger or transfer described in
Section 4.2(a) above, such changes in form (but not in substance) may be made in
the Securities thereafter to be issued as may be appropriate.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

SECTION 5.1 Events of Default.

         An "Event of Default" means, with respect to any Series of Securities,
any of the following events:

         (a) default in the payment of interest on any Security of such Series
when the same becomes due and payable, and such default continues for a period
of 30 days;

         (b) default in the payment of the principal of any Security of such
Series when the same becomes due and payable at maturity or otherwise or a
failure to purchase Securities of such Series when required pursuant to this
Indenture;

         (c) material default in performance of any other covenants or
agreements in the Securities of such Series or this Indenture and the default
continues for 30 days after the date on which written notice of such default is
given to the Company by the Trustee or to the Company and the Trustee by Holders
of at least 25% in principal amount of the Securities of such Series then
outstanding hereunder;

         (d) there shall have occurred either (i) a default by the Company or
any Restricted Subsidiary under any instrument or instruments under which there
is or may be secured or evidenced any Indebtedness of the Company or any
Restricted Subsidiary of the Company (other than the Securities of such Series)
having an outstanding principal amount of $50,000,000 (or its foreign currency
equivalent) or more individually or in the aggregate that has caused the holders
thereof to declare such Indebtedness to be due and payable prior to its Stated
Maturity or (ii) a default by the Company or any Restricted Subsidiary in the
payment when due of any portion of the principal under any such instrument, and
such unpaid portion exceeds $50,000,000 (or its foreign currency equivalent)
individually or in the aggregate and is not paid, or such default is not cured
or waived, within any grace period applicable thereto, unless such Indebtedness
is discharged within 30 days of the Company or a Restricted Subsidiary becoming
aware of such default;

         (e) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:

                  (i) commences a voluntary case;

                  (ii) consents to the entry of an order for relief against it
                  in an involuntary case;


                                       23
<PAGE>   28
                  (iii) consents to the appointment of a Custodian of it or for
                  all or substantially all of its property;

                  (iv) makes a general assignment for the benefit of its
                  creditors; or

                  (v) admits in writing its inability to generally pay its debts
                  as such debts become due;

         or takes any comparable action under any foreign laws relating to
         insolvency;

         (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Company or any Significant
                  Subsidiary in an involuntary case;

                  (ii) appoints a Custodian of the Company or any Significant
                  Subsidiary or for all or substantially all of its property; or

                  (iii) orders the winding up or liquidation of the Company or
                  any Significant Subsidiary;

or any similar relief is granted under any foreign laws; and the order or decree
remains unstayed and in effect for 60 days.

         The term "Bankruptcy Law" means Title 11 of the United States Code or
any similar Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

         Any notice of Default given by the Trustee or Securityholders under
this Section must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default."

         The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice of any event which with the giving of notice
or the lapse of time or both would become an Event of Default under clause (d),
(e) or (f) hereof.

         Subject to the provisions of Section 6.1 and 6.2, the Trustee shall not
be charged with knowledge of any Event of Default unless written notice thereof
shall have been given to the Trustee by the Company, the Paying Agent, any
Holder or an agent of any Holder.

SECTION 5.2 Acceleration.

         If an Event of Default (other than an Event of Default specified in
clause (e) and (f) of Section 5.1 with respect to the Company) occurs and is
continuing with respect to the Securities of any Series, the Trustee by notice
to the Company, or the Holders of at least 25% in principal amount of the
Securities of such Series by notice to the Company and the Trustee, may declare
the principal of and accrued and unpaid interest on all the Securities of such
Series to be

                                       24
<PAGE>   29
due and payable. Upon such declaration the principal and interest shall be due
and payable immediately. If an Event of Default specified in clause (e) or (f)
of Section 5.1 with respect to the Company occurs, the principal of and interest
on all the Securities of each Series shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Securityholders. An acceleration and its consequences in respect of a
Series of Securities shall be automatically annulled and rescinded; provided,
however, that such annulment and rescission would not conflict with any judgment
or decree and if all existing Events of Default with respect to such Series have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration. No such rescission shall affect any
subsequent or other Default or Event of Default or impair any consequent right.

SECTION 5.3 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or interest on the
relevant Securities or to enforce the performance of any provision of such
Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 5.4 Waiver of Past Defaults.

         The Holders of a majority in principal amount of a Series of Securities
by notice to the Trustee may waive an existing Default and its consequences with
respect to such Series, except (a) a Default in the payment of the principal of
or interest on any Security of such Series or (b) a Default in respect of a
provision that under Section 8.2 cannot be amended without the consent of each
affected Securityholder of such Series. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.

SECTION 5.5 Control by Majority.

         The Holders of a majority in principal amount of the Securities of a
Series may 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 it with respect to such Series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, or, subject to Section 6.1,
that the Trustee determines is unduly prejudicial to the rights of other
Securityholders, or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification from Securityholders
of such Series reasonably satisfactory to it against all risk, losses and
expenses caused by taking or not taking such action. Subject to Section 6.1, the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of the
Securityholders pursuant to this Indenture, unless

                                       25
<PAGE>   30
such Securityholders shall have provided to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred in compliance with such request or direction.

SECTION 5.6 Limitation on Suits.

         A Securityholder may pursue a remedy with respect to this Indenture or
the Securities of any Series only if:

         (a) the Holder gives to the Trustee written notice of a continuing
Event of Default;

         (b) the Holders of at least 25% in principal amount of the Securities
of the Series held by such Securityholder make a written request to the Trustee
to pursue the remedy;

         (c) such Holder or Holders offer to the Trustee security reasonably
satisfactory to it or indemnity against any loss, liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of security or indemnity; and

         (e) the Holders of a majority in principal amount of the Securities of
such Series do not give the Trustee a direction inconsistent with the request
during such 60-day period.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 5.7 Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of the Holder.

SECTION 5.8 Collection Suit by Trustee.

         If an Event of Default specified in Section 5.1(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid (together with interest on such unpaid interest to the
extent lawful) and the amounts provided for in Section 6.7.

SECTION 5.9 Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
and take such other actions including participating as a member or otherwise in
any committees of creditors appointed in the matter as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the amounts provided in Section 6.7) and the

                                       26
<PAGE>   31
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders of each Series in any election of
a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make 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
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 6.7. To the extent that the payment of any such amount
due to the Trustee under Section 6.7 out of the estate in any such proceeding
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties which the Holders of the Securities may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.

SECTION 5.10 Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 6.7;

                  Second: to Securityholders for amounts due and unpaid on the
         Securities of the relevant Series for principal and interest, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Securities of such Series for principal and
         interest, respectively; and

                  Third:  to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders of such Series pursuant to this Section. At least 15 days before
such record date, the Company shall give written notice to each Securityholder
of such Series and the Trustee of the record date, the payment date and amount
to be paid.

SECTION 5.11 Undertaking for Costs.

         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, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 5.7, or a suit by Holders of more than 10% in principal
amount of the Securities of any Series.

SECTION 5.12 Waiver of Stay or Extension Laws.

         The Company shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever

                                       27
<PAGE>   32
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE VI

                                     TRUSTEE

SECTION 6.1 Duties of Trustee.

         (a) If an Event of Default has occurred and is 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 Person
would exercise or use under the circumstances in the conduct of his own affairs.

         (b) Except during the continuance of an Event of Default:

               (i) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee.

               (ii) In the absence of 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 conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (i) This paragraph does not limit the effect of paragraph (b) of
this Section.

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

               (iii) The Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 5.2, 5.4 or 5.5.

               (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

                                       28
<PAGE>   33
duties hereunder, or in the exercise of any of its rights or powers, unless it
receives indemnity satisfactory to it against any risk, loss, liability or
expense.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

         (e) The Trustee, in its capacity as Trustee and Registrar and Paying
Agent, shall not be liable to the Company, the Securityholders or any other
Person for interest on any money received by it, including, but not limited to,
money with respect to principal of or interest on the Securities of any Series,
except as the Trustee may agree with the Company.

         (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

SECTION 6.2 Rights of Trustee.

         (a) The Trustee may rely on any document reasonably believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate, an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on any
such Officers' Certificate or Opinion of Counsel.

         (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers provided, however, that the Trustee's conduct does not constitute willful
misconduct, negligence or bad faith.

         (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice of such counsel.

         (f) The Trustee shall not be obligated 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 or any other paper or document.

         (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

         (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a responsible officer of the Trustee has actual
knowledge thereof or unless written

                                       29
<PAGE>   34
notice of any event which is in fact such a default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture.

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

SECTION 6.3 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
6.10 and 6.11.

SECTION 6.4 Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities of any Series,
it shall not be accountable for the Company's use of the proceeds from the
Securities of any Series, and it shall not be responsible for any statement in
the Securities of any Series other than its authentication. The Trustee shall
have no duty to ascertain or inquire as to the performance of the Company's
covenants in Article III hereof.

SECTION 6.5 Notice of Defaults.

         If a Default or an Event of Default occurs and is continuing and if it
is actually known to a Trust Officer of the Trustee, the Trustee shall mail to
Securityholders of the affected Series a notice of the Default or Event of
Default within 90 days after a Trust Officer of the Trustee has actual knowledge
of the occurrence thereof. Except in the case of a Default in any payment on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Securityholders of the affected Series.

SECTION 6.6 Reports by Trustee to Holders.

         Within 60 days after the reporting date stated in Section 10.10, the
Trustee shall mail to Securityholders a brief report dated as of such date that
complies with TIA Section 313(a) if required by that Section. The Trustee also
shall comply with TIA Section 313(b)(2).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange on which Securities are
listed. The Company shall promptly notify the Trustee when Securities are listed
on any stock exchange and of any delisting thereof.


                                       30

<PAGE>   35
SECTION 6.7       Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its services as the parties shall agree. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket disbursements, expenses and advances incurred by it.
Such expenses shall include the reasonable compensation and out-of-pocket
disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee for, and hold it
harmless against, any loss, liability or expense, including reasonable
attorneys' fees, disbursements and expenses, incurred by it arising out of or in
connection with the administration of this trust and the performance of its
duties 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. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on Securities of any Series.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The Company's obligations under this Section 6.7 and any Lien
arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company's obligations pursuant to Article VII of this Indenture
and the termination of this Indenture.

SECTION 6.8       Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign at any time by so notifying the
Company. The Company may remove the Trustee at any time by so notifying the
Trustee. The Holders of a majority in principal amount of the Securities of any
Series may, by written notice to the Trustee, remove the Trustee as Trustee with
respect to that Series of Securities by so notifying the Trustee and the
Company. The Company, by notice to the Trustee, shall remove the Trustee if:


                                       31
<PAGE>   36
                  (a) the Trustee fails to comply with Section 6.10;

                  (b) the Trustee is adjudged a bankrupt or an insolvent;

                  (c) a receiver or public officer takes charge of the Trustee
or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Securities of the affected
Series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the Securities of
the affected Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 6.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 6.7.

SECTION 6.9       Successor Trustee by Merger, etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 6.10      Eligibility; Disqualification; Conflicting Interests.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b). Nothing herein shall prevent the Trustee from filing with the SEC the
application referred to in the second-to-last paragraph of TIA Section 310(b).
If the Trustee has or shall acquire any conflicting interest, it shall, within
90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of
that Series in the manner prescribed in the TIA.


                                       32
<PAGE>   37
SECTION 6.11      Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), except with
respect to any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed is subject to TIA Section 311(a) to the extent
indicated.

                                  ARTICLE VII

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 7.1       Discharge of Liability on Securities.

                  If (i) the Company delivers to the Trustee all outstanding
Securities of a Series (other than Securities replaced pursuant to Section 2.8)
for cancellation or (ii) all outstanding Securities of such Series have become
due and payable and the Company irrevocably deposits with the Trustee as trust
funds solely for the benefit of the Holders for that purpose funds sufficient to
pay at maturity the principal of and all accrued interest on all outstanding
Securities of such Series (other than Securities replaced pursuant to Section
2.8), and if in either case the Company pays all other sums payable hereunder by
the Company with respect to such Series, then, subject to Sections 7.2 and 7.7,
this Indenture shall cease to be of further effect with respect to such Series.
The Trustee shall acknowledge satisfaction and discharge of this Indenture with
respect to such Series on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

SECTION 7.2       Termination of Company's Obligations.

                  Except as otherwise provided in this Section 7.2, the Company
may terminate its obligations under the Securities of a Series and this
Indenture with respect to such Series if:

                           (i) the Securities of such Series mature within one
year, (ii) the Company irrevocably deposits in trust with the Trustee or Paying
Agent (other than the Company or a Subsidiary or Affiliate of the Company) under
the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, as trust funds solely for the benefit of the Holders of such
Series for that purpose, money or U.S. Government Obligations that, through the
payment of interest and principal in respect thereof in accordance with its
terms, will provide, not later than one Business Day prior to the applicable
payment date, money sufficient (in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any reinvestment of
interest, to pay principal and interest on the Securities of such Series to
maturity, and to pay all other sums payable by it hereunder, (iii) no Default
with respect to such Series shall have occurred and be continuing on the date of
such deposit, (iv) such deposit will not result in or constitute a Default or
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound
and (v) the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, in each case stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture with
respect to such Series have been complied with; provided, however, that the
Trustee or Paying Agent shall have been irrevocably instructed to apply such


                                       33
<PAGE>   38
money or the proceeds of such U.S. Government Obligations to the payment of such
principal and interest with respect to the Securities.

                  With respect to the foregoing, the Company's obligations in
Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 3.1, 3.2, 6.7, 6.8, 7.5 and 7.6
shall survive until the Securities of such Series are no longer outstanding.
Thereafter, only the Company's obligations in Sections 6.7, 6.8 and 7.6 shall
survive. After any such irrevocable deposit and fulfillment of the other
requirements of this Section 7.2, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture with respect to such Series except for those surviving
obligations specified above.

SECTION 7.3       Defeasance and Discharge of Indenture.

                  With respect to a Series of Securities, the Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of such Series on the 123rd day after the date of the deposit referred
to in clause (i) hereof, and the provisions of this Indenture will no longer be
in effect with respect to such Series, in each case subject to the penultimate
paragraph of this Section 7.3, and the Trustee, at the reasonable request of and
at the expense of the Company, shall execute proper instruments acknowledging
the same, except as to (a) rights of registration of transfer and exchange, (b)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities of such Series, (c) rights of Holders of such Series to receive
payments of principal thereof and interest thereon, (d) the Company's
obligations under Section 3.2, (e) the rights, obligations and immunities of the
Trustee hereunder including, without limitation, those arising under Section 6.7
hereof, (f) the rights of the Holders of such Series as beneficiaries of this
Indenture with respect to the property so deposited with the Trustee payable to
all or any of them and (g) the rights, obligations and immunities which survive
as provided in the penultimate paragraph of this Section 7.3; provided, however,
that the following conditions shall have been satisfied:

                           (i) with reference to this Section 7.3, the Company
has irrevocably deposited or caused to be irrevocably deposited with the Trustee
or Paying Agent (other than the Company or a Subsidiary or Affiliate of the
Company) and conveyed all right, title and interest for the benefit of the
Holders of such Series, under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
such Holders, in and to, (A) money in an amount, (B) U.S. Government Obligations
that, through the payment of interest and principal in respect thereof in
accordance with their terms, will provide, not later than one Business Day
before the due date of any payment referred to in this clause (i), money in an
amount or (C) a combination thereof in an amount sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
without consideration of any reinvestment of interest and after payment of all
federal, state and local taxes or other fees, charges and assessments in respect
thereof payable by the Trustee or Paying Agent, the principal of and interest on
the outstanding Securities of such Series when due; provided, however, that the
Trustee or Paying Agent shall have been irrevocably instructed to apply such
money or the proceeds of such U.S. Government Obligations to the payment of such
principal and interest with respect to such Series;


                                       34
<PAGE>   39
                           (ii) such deposit will not result in or constitute a
Default or result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party or by which it
is bound;

                           (iii) no Default with respect to such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after such date of deposit;

                           (iv) the Company shall have delivered to the Trustee
(A) either (1) a ruling directed to the Trustee received from the Internal
Revenue Service to the effect that the Holders will not recognize income, gain
or loss for federal income tax purposes as a result of the Company's exercise of
its option under this Section 7.3 and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such option had not been exercised or (2) an Opinion of Counsel (who
may not be an employee of the Company) to the same effect as the ruling
described in clause (1) accompanied by a ruling to that effect published by the
Internal Revenue Service, unless there has been a change in the applicable
federal income tax law since the date of this Indenture such that a ruling from
the Internal Revenue Service is no longer required and (B) an Opinion of Counsel
to the effect that (1) the creation of the defeasance trust does not violate the
Investment Company Act of 1940, (2) after the passage of 123 days following the
deposit (except, with respect to any trust funds for the account of any Holder
of such Series who may be deemed to be an "insider" for purposes of Title 11 of
the United States Code, after one year following the deposit), the trust funds
will not be subject to the effect of Section 547 of the United States Bankruptcy
Code or Section 15 of the New York Debtor and Creditor Law in a case commenced
by or against the Company under either such statute, and either (x) the trust
funds will no longer remain the property of the Company (and therefore, will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally) or (y) if
a court were to rule under any such law in any case or proceeding that the trust
funds remained property of the Company, (I) assuming such trust funds remained
in the possession of the Trustee prior to such court ruling to the extent not
paid to Holders of such Series, the Trustee will hold, for the benefit of such
Holders, a valid and perfected security interest in such trust funds that is not
avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of
the United States Bankruptcy Code on interest on the trust funds accruing after
the commencement of a case under such statute and (II) such Holders will be
entitled to receive adequate protection of their interests in such trust funds
if such trust funds are used in such case or proceeding; and

                           (v) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 7.3 have been complied with.

                  Notwithstanding the foregoing clause (i), prior to the end of
the 123-day period referred to in clause (iv)(B)(2) above, none of the Company's
obligations under this Indenture with respect to such Series shall be
discharged. Subsequent to the end of such 123-day period with respect to this
Section 7.3, the Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7,
2.12, 3.1, 3.2, 6.7, 6.8, 7.6 and 7.7 shall


                                       35
<PAGE>   40
survive with respect to such Series until the Series is no longer outstanding.
Thereafter, only the Company's obligations in Sections 6.7, 7.6 and 7.7 shall
survive with respect to such Series. If and when a ruling from the Internal
Revenue Service or Opinion of Counsel referred to in clause (iv)(A) above is
able to be provided specifically without regard to, and not in reliance upon,
the continuance of the Company's obligations under Section 3.1, then the
Company's obligations under such Section 3.1 with respect to such Series shall
cease upon delivery to the Trustee of such ruling or Opinion of Counsel and
compliance with the other conditions precedent provided for herein relating to
the defeasance contemplated by this Section 7.3.

                  After any such irrevocable deposit and the fulfillment of the
other requirements of this Section 7.3, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of such Series and this Indenture with respect to such Series except
for those surviving obligations in the immediately preceding paragraph.

SECTION 7.4       Defeasance of Certain Obligations.

                  With respect to a Series of Securities, the Company may omit
to comply with any term, provision or condition set forth in Sections 3.3
through 3.9, and clause (c) of Section 5.1 with respect to Sections 3.3 through
3.9, and clause (d) of Section 5.1 shall be deemed not to be an Event of
Default, in each case with respect to the outstanding Securities of such Series,
if:

                           (i) with reference to this Section 7.4, the Company
has irrevocably deposited or caused to be irrevocably deposited with the Trustee
or Paying Agent (other than the Company or a Subsidiary or Affiliate of the
Company) and conveyed all right, title and interest for the benefit of the
Holders of such Series, under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Series, in and to, (A) money in an amount, (B) U.S.
Government Obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will provide, not later than one
Business Day before the due date of any payment referred to in this clause (i),
money in an amount or (C) a combination thereof in an amount, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, without consideration of the reinvestment of such interest and
after payment of all federal, state and local taxes or other fees, charges and
assessments in respect thereof payable by the Trustee or Paying Agent, the
principal of, premium, if any, and interest on the outstanding Securities of
such Series when due; provided, however, that the Trustee or Paying Agent shall
have been irrevocably instructed to apply such money or the proceeds of such
U.S. Government Obligations to the payment of such principal and interest with
respect to such Series;

                           (ii) such deposit will not result in or constitute a
Default or result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party or by which it
is bound;

                           (iii) no Default with respect to such Series shall
have occurred and be continuing on the date of such deposit;


                                       36
<PAGE>   41
                           (iv) the Company has delivered to the Trustee an
Opinion of Counsel who is not employed by the Company to the effect that (A) the
creation of the defeasance trust does not violate the Investment Company Act of
1940, (B) the Holders of such Series have a valid first-priority security
interest in the trust funds, (C) such Holders will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred and (D) after the passage of 123
days following the deposit (except, with respect to any trust funds for the
account of any Holder who may be deemed to be an "insider" for purposes of the
United States Bankruptcy Code, after one year following the deposit), the trust
funds will not be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case
commenced by or against the Company under either such statute, and either (1)
the trust funds will no longer remain the property of the Company (and
therefore, will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally) or (2) if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company, (x) assuming
such trust funds remained in the possession of the Trustee prior to such court
ruling to the extent not paid to such Holders, the Trustee will hold, for the
benefit of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise except for the effect of
Section 552(b) of the United States Bankruptcy Code on interest on the trust
funds accruing after the commencement of a case under such statute and (y) such
Holders will be entitled to receive adequate protection of their interests in
such trust funds if such trust funds are used in such case or proceeding; and

                           (v) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the defeasance contemplated
by this Section 7.4 have been complied with.

SECTION 7.5       Application of Trust Money.

                  Subject to Section 7.7 of this Indenture, the Trustee or
Paying Agent shall hold in trust money or U.S. Government Obligations deposited
with it pursuant to Section 7.2, 7.3 or 7.4 of this Indenture, as the case may
be, and shall apply the deposited money and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of principal of and
interest on the Securities of the relevant Series. The Trustee shall be under no
obligation to invest such money or U.S. Government Obligations and in no event
shall the Trustee have any liability for, or in respect of, any such investment
made.


                                       37
<PAGE>   42
SECTION 7.6       Repayment to Company.

                  Subject to Sections 6.7, 7.2, 7.3 and 7.4 of this Indenture,
the Trustee and the Paying Agent shall promptly pay to the Company upon written
request any excess money held by them at any time and thereupon shall be
relieved from all liability with respect to such money. The Trustee and the
Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal or interest of any Series that remains
unclaimed for two years; provided, however, that the Company shall if requested
by the Trustee or the Paying Agent, give the Trustee or such Paying Agent
indemnification reasonably satisfactory to it against any and all liability
which may be incurred by it by reason of such payment. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

SECTION 7.7       Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of
this Indenture, as the case may be, by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of the applicable Series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be; provided, however, that, if the Company has made
any payment of principal of or interest on any Series of Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Series to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

SECTION 7.8       Deposited Money and U.S. Government Obligations to be Held in
                  Trust: Miscellaneous Provisions.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of outstanding Securities.

                                  ARTICLE VIII

                           AMENDMENTS AND SUPPLEMENTS

SECTION 8.1       Without Consent of Holders.

                  The Company and the Trustee may amend this Indenture or a
Series of Securities or enter into an indenture or indentures supplemental
hereto (which shall conform to the


                                       38
<PAGE>   43
provisions of the Trust Indenture Act as then in effect) without notice to or
the consent of any Securityholder for one or more of the following purposes:

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to comply with Article IV;

                  (c) to provide for uncertificated Securities of such Series in
addition to certificated Securities of such Series; provided, however, that such
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Code or in a manner such that such uncertificated Securities are
described in Section 163(f)(2)(B) of the Code;

                  (d) to add additional guarantees with respect to such Series
or to secure such Series;

                  (e) to add to the covenants of the Company for the benefit of
the Holders of such Series or to surrender any right or power herein conferred
upon the Company;

                  (f) to comply with the requirements of the SEC in connection
with qualification of the Indenture under the TIA;

                  (g) to make any change that does not adversely affect the
rights of any Securityholder of such Series; or

                  (h) to provide for the issuance of Securities with terms not
currently contemplated by Section 2.1.

                  After an amendment or supplement pursuant this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or supplement. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section.

SECTION 8.2       With Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series with the written consent of the Holders
of a majority in principal amount of the Securities of each Series affected by
such amendment or supplement. However, without the consent of each
Securityholder affected, an amendment or supplement under this Section may not:

                  (a) reduce the amount of Securities the Holders of which must
consent to an amendment or supplement;

                  (b) reduce the rate of or change the time for payment of
interest on any Security;

                  (c) reduce the principal of or change the Stated Maturity of
any Security;

                  (d) modify any redemption or repurchase right to the detriment
of a Holder;


                                       39
<PAGE>   44
                  (e) make any Security payable in currency or consideration
other than that stated in the Security;

                  (f) make any change in Section 5.4, Section 5.7 or this second
sentence of this Section 8.2.

                  It shall not be necessary for the consent of the Holders under
this Section 8.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or supplement. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section.

SECTION 8.3       Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the
Securities shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

SECTION 8.4       Revocation and Effect of Consents.

                  Until an amendment or supplement under this Article or a
waiver under Section 3.9 becomes effective, a consent to it by a Holder of any
Security is a continuing consent by the Holder and every subsequent Holder of
Securities of that Series or portion thereof that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date the amendment, supplement or waiver becomes
effective.

                  After an amendment or supplement becomes effective, it shall
bind every Securityholder of the affected Series.

SECTION 8.5       Notation on or Exchange of Securities.

                  If an amendment changes the terms of a Security, the Trustee
may require the Holders of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Securities of such Series
regarding the changed terms and return it to the Holders. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Securities
of such Series shall issue and the Trustee shall authenticate new Securities of
such Series that reflect the changed terms. Failure to make the appropriate
notation or to issue a new Securities of such Series shall not affect the
validity of such amendment.


                                       40
<PAGE>   45
SECTION 8.6       Trustee To Sign Amendments.

                  The Trustee shall sign any supplemental indenture which sets
forth an amendment or supplement authorized pursuant to this Article if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such supplemental indenture the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such supplemental indenture is authorized or permitted by this Indenture and,
with respect to an amendment or supplement pursuant to Section 8.2, evidence of
the consents of Holders required in connection therewith.

SECTION 8.7       Fixing of Record Dates.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to take any action
under this Indenture by vote or consent. Except as provided herein, such record
date shall be the later of 30 days prior to the first solicitation of such
consent or vote or the date of the most recent list of Securityholders furnished
to the Trustee pursuant to Section 2.6 prior to such solicitation. If a record
date is fixed, those Persons who were Securityholders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such Persons continue to be Holders after such record
date; provided, however, that unless such vote or consent is obtained from the
Holders (or their duly designated proxies) of the requisite principal amount of
outstanding Securities prior to the date which is the 120th day after such
record date, any such vote or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.

                                   ARTICLE IX

                                   REDEMPTION

SECTION 9.1       Applicability of Article.

                  Securities of any Series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.1) in accordance with this
Article.

SECTION 9.2       Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem Securities of any Series
shall be evidenced by a resolution of the Board of Directors. In case of any
redemption at the election of the Company, the Company shall, at least 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 and
of the principal amount of Securities of such Series to be redeemed. In the case
of any redemption of such Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company


                                       41
<PAGE>   46
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction.

SECTION 9.3       Selection by Trustee of Securities to be Redeemed.

                  If less than all the Securities of the Series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the outstanding
Securities of such Series 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 portions (equal to the minimum authorized
denominations for Securities of that Series or any integral multiple thereof) of
the principal amount or issue price of Securities of such Series or a
denomination larger than the minimum authorized denomination for Securities of
that Series.

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

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

SECTION 9.4       Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at such Holder's
registered address.

                  All notices of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3) if less than all the outstanding Securities of such Series
are to be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,

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

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
case.


                                       42
<PAGE>   47
                  Notice of redemption of Securities of any Series to be
redeemed at the election of the Company 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 9.5       Deposit of Redemption Price.

                  Notice of redemption having been given as aforesaid, the
Securities 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 the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such at the close of
business on the relevant record dates according to their terms.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 9.6       Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee for such Security so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and such Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and such Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or Securities
of the same Series, 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 X

                                  MISCELLANEOUS

SECTION 10.1      Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by any of TIA Sections 310 to 317, inclusive,
through operation of TIA Section 318(c), such imposed duties shall control.


                                       43
<PAGE>   48
SECTION 10.2      Notices.

                  Any notice or communication shall be in writing and delivered
in person, or mailed by first-class mail (certified, return receipt requested),
addressed as follows:

                  if to the Company:

                  Calpine Corporation
                  50 West San Fernando Street
                  San Jose, California  95113
                  Attention:  Corporate Secretary

                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, 21st Floor
                  New York, New York 10286
                  Attention:  Corporate Trust Trustee Administration

                  The Company or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications. Any notice to the Trustee under this Indenture shall be deemed
given only when received by the Trustee at the address specified in this Section
10.2.

                  Any notice or communication to a Securityholder shall be
mailed by first-class mail to the Securityholder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its sufficiency with respect
to other Securityholders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

SECTION 10.3      Communication by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

SECTION 10.4      Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee:

(a) an Officers' Certificate in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of the signers, all conditions
precedent (including any


                                       44
<PAGE>   49
covenants compliance with which constitutes a condition precedent), if any,
provided for in this Indenture relating to the proposed action have been
complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of such counsel (which may rely upon an
Officers' Certificate as to factual matters), all such conditions precedent have
been complied with.

SECTION 10.5      Statements Required in Certificate or Opinion.

                  Each Officers' Certificate or Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture other
than certificates provided pursuant to Sections 2.1 and 3.5 shall include:

                  (a) a statement that the Person making such certificate or
opinion has read such covenant or condition;

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

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

                  (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

SECTION 10.6      Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar or Paying Agent may make reasonable
rules and set reasonable requirements for its functions.

SECTION 10.7      Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open in the State of New York or the
State(s) in which the offices of the Trustee and the Paying Agent are located.
If a payment date is a Legal Holiday, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period. If a regular record date is a Legal Holiday, the
regular record date shall not be affected.

SECTION 10.8      Successors; No Recourse Against Others.

                  (a) All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.


                                       45
<PAGE>   50
                  (b) All liability of the Company described in the Securities
insofar as it relates to any director, officer, employee or stockholder, as
such, of the Company is waived and released by each Securityholder.

SECTION 10.9      Duplicate Originals.

                  The parties may sign any number of copies of this Indenture.
One signed copy is enough to prove this Indenture.

SECTION 10.10       Other Provisions.

                  The first certificate pursuant to Section 3.5 shall be for the
fiscal year ending on December 31, 2000.

                  The reporting date for Section 6.6 is April 15 of each year.
The first reporting date is April 15, 2001.

SECTION 10.11       Governing Law.

                  The laws of the State of New York govern this Indenture and
the Securities, without regard to the conflicts of laws rules thereof.


                                       46
<PAGE>   51
                                       SIGNATURES



                                             CALPINE CORPORATION



                                             By_________________________
                                               Name:
                                               Title:




                                             THE BANK OF NEW YORK,
                                               as Trustee




                                             By_________________________
                                               Name:
                                               Title:


Dated: __________, 2000


                                       47
<PAGE>   52
                                                                       EXHIBIT A


--------------------------------------------------------------------------------
                           (Form of Face of Security)


                  THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR A
NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND
OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
<PAGE>   53
                               CALPINE CORPORATION
                                % SENIOR NOTE DUE

No.  ___                                                          $_____________
                                                                  CUSIP:
                                                                  ISIN:

                  Calpine Corporation, a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum of ____________ Dollars
on _______________.


                Interest Payment Dates: __________ and __________
                     Record Dates: __________ and __________

         Additional provisions of this Security are set forth on the reverse
hereof.

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.


Date:  _______________

                                                          CALPINE CORPORATION


                                                          By____________________
                                                              Name:
                                                              Title:


                                                          By____________________
                                                              Name:
                                                              Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION:

The Bank of New York, as
Trustee, certifies that
this is one of the Securities
referred to in the Indenture.

By: _________________________                             Dated:  ______________
     Authorized Signature


                                      B-2
<PAGE>   54
                          (Form of Reverse of Security)


                               CALPINE CORPORATION
                           ___% SENIOR NOTE DUE _____


                                      B-3
<PAGE>   55
                  (1) Interest. Calpine Corporation, a Delaware corporation
(such corporation, and its successors and assigns under the Indenture referred
to below, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at ___% per annum (shown above). The Company
will pay interest semiannually on __________ and __________ of each year.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from ________________.
Interest will be computed [on the basis of a 360-day year consisting of twelve
30-day months] [as set forth on the Directors' Certificate attached hereto,
which is part of this Security].

                  (2) Method of Payment. The Company will pay interest on the
Securities (except Defaulted Interest) to the persons who are registered Holders
of Securities at the close of business on the record date next preceding the
interest payment date even though Securities are canceled after the record date
and on or before the interest payment date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay
principal and interest by check payable in such money. It may mail an interest
check to a Holder's registered address.

                  (3) Paying Agent, Registrar. Initially, The Bank of New York,
a New York banking corporation (the "Trustee"), will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-registrar
without notice. The Company may act as Paying Agent, Registrar or co-registrar.

                  (4) Indenture. The Company issued the Securities under an
Indenture dated as of _______________ (the "Indenture") between the Company and
the Trustee. The Securities are unsecured general obligations of the Company and
may be issued in an unlimited principal amount. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"). Capitalized terms used herein but not defined herein
are used as defined in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the TIA for a
statement of such terms.

                  (5) Redemption. The Company may redeem the Securities in
accordance with the terms of the Directors' Certificate attached hereto and, if
redeemable pursuant to such Directors' Certificate, in accordance with the
provisions of the Indenture.

                  (6) Denominations; Transfer; Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof [or as otherwise set forth in the Directors' Certificate]. The
transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of any Security or portion of a
Security 15 days before an interest payment date.


                                      B-4
<PAGE>   56
                  (7) Defeasance. Subject to certain conditions and unless
otherwise provided in the Directors' Certificate attached hereto, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money and/or U.S.
Government Obligations for the payment of principal and interest on the
Securities to maturity.

                  (8) Persons Deemed Owners. The registered Holder of a Security
may be treated as its owner for all purposes, except that interest (other than
Defaulted Interest) will be paid to the person that was the registered Holder on
the relevant record date for such payment of interest.

                  (9) Amendments and Waivers. Subject to certain exceptions, (i)
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of a majority in principal amount of the Securities; and (ii) any
existing default may be waived with the consent of the Holders of a majority in
principal amount of the Securities. Without the consent of any Securityholder,
the Indenture or the Securities may be amended or supplemented to cure any
ambiguity, omission, defect or inconsistency, to provide for assumption of
Company obligations to Securityholders or to provide for uncertificated
Securities in addition to or in place of certificated Securities, to provide for
guarantees with respect to, or security for, the Securities, or to comply with
the TIA or to add additional covenants or surrender Company rights, or to make
any change that does not adversely affect the rights of any Securityholder.

                  (10) Remedies. If an Event of Default occurs and is
continuing, the Trustee or Holders of at least 25% in principal amount of the
Securities may declare all the Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require an indemnity before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance certificate to the
Trustee.

                  (11) Trustee Dealings with Company. Subject to the provisions
of the TIA, the Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee. The Trustee will initially be The Bank of
New York.

                  (12) No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

                  (13) Authentication. This Security shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an authenticating agent.


                                      B-5
<PAGE>   57
                  (14) Abbreviations. Customary abbreviations may be used in the
name of a Securityholder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities. No representation is made as to the accuracy of
such numbers as printed on the Securities and reliance may be placed only on the
other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF
THIS SECURITY IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: SECRETARY, CALPINE
CORPORATION, 50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113.


                                      B-6
<PAGE>   58
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

   I or we assign and transfer this Security to

                  (Insert assignee's soc. sec or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)


and irrevocably appoint ____________________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for him.

Dated:____________                         Signed:______________________________
                                           (Sign exactly as your name appears on
                                           the other side of this Security)


Signature Guarantee:  __________________________________________________________

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      B-7