<PAGE>   1
                                                                     EXHIBIT 4.1



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


                                 TRUST INDENTURE

                                     between

                    THE GUILFORD COUNTY INDUSTRIAL FACILITIES
                    AND POLLUTION CONTROL FINANCING AUTHORITY

                                    as Issuer

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                   as Trustee

                          Dated as of September 1, 1999


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

                               Securing $5,900.000
                        in aggregate principal amount of
                    The Guilford County Industrial Facilities
                    and Pollution Control Financing Authority
                      Industrial Development Revenue Bonds
                    (Crescent Sleep Products Company Project)
                                   Series 1999




                                               This Instrument was prepared by:
                                               Mary Nash K. Rusher, Esq.
                                               Hunton & Williams
                                               One Hanover Square, Suite 1400
                                               Raleigh, North Carolina 27601


<PAGE>   2


                              TABLE OF CONTENTS

                             TRUST INDENTURE PAGE

                               TRUST INDENTURE

<TABLE>
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                                                                                                               PAGE
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<S>                                                                                                            <C>
GRANTING CLAUSES..................................................................................................2

ARTICLE I  Definitions and Interpretation.........................................................................4

         Section 1.01.  Definitions...............................................................................4
         Section 1.02.  Characteristics of Certificate or Opinion................................................11
         Section 1.03.  Additional Provisions as to Interpretation...............................................12

ARTICLE II  Form, Execution and Registration of Bonds............................................................13

         Section 2.01.  Form, Maturities and Numeration of Bonds.................................................13
         Section 2.01.  Variable Rate; Optional Tenders..........................................................14
         Section 2.03.  Fixed Rate...............................................................................15
         Section 2.04.  Conversion; Notices......................................................................16
         Section 2.05.  Execution of Bonds.......................................................................18
         Section 2.06.  Authentication of Bonds..................................................................18
         Section 2.07.  Registration, Transfers and Exchange.....................................................18
         Section 2.08.  Payment of Interest On Bonds; Interest Rights Preserved..................................19
         Section 2.09.  Ownership of Bonds.......................................................................20
         Section 2.10.  Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds.................................20
         Section 2.11.  Conditions for Authentication of Bonds...................................................20
         Section 2.12.  Book-entry Provisions....................................................................20

ARTICLE III  Redemption of Bonds.................................................................................22

         Section 3.01.  Operational Redemption...................................................................22
         Section 3.01.  Mandatory Redemption.....................................................................23
         Section 3.03.  Extraordinary Redemption.................................................................23
         Section 3.04.  Method of Selecting Bonds................................................................23
         Section 3.05.  Notice of Redemption.....................................................................23
         Section 3.06.  Bonds Due and Payable on Redemption Date; Interest
                          Ceases to Accrue.......................................................................24
         Section 3.07.  Cancellation.............................................................................24
         Section 3.08.  Partial Redemption of Bonds..............................................................24

ARTICLE IV  Tender and Purchase..................................................................................25

         Section 4.01.  Mandatory Tender of Bonds................................................................25
         Section 4.02.  [INTENTIONALLY OMITTED]..................................................................25
</TABLE>
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<TABLE>
<S>                                                                                                           <C>
         Section 4.03.  Trustee as Tender Agent..................................................................25
         Section 4.04.  Tender and Purchase of Bonds.............................................................25
         Section 4.05.  Purchase Fund............................................................................26
         Section 4.06.  No Remarketing Under Certain Conditions..................................................27

ARTICLE V  General Covenants and Provisions......................................................................28

         Section 5.01.  Payment of Bonds.........................................................................28
         Section 5.02.  Performance of Issuer's Covenants........................................................28
         Section 5.03.  Rights under Agreement and Letter of Credit..............................................29
         Section 5.04.  Reports of Trustee.......................................................................29

ARTICLE VI  Revenues and Funds...................................................................................30

         Section 6.01.  Bond Fund................................................................................30
         Section 6.02.  Project Fund; Disposition of Proceeds of Bonds...........................................30
         Section 6.03.  Rebate...................................................................................31
         Section 6.04.  Investment of Funds......................................................................31

ARTICLE VII  Events of Default; Remedies on Default..............................................................32

         Section 7.01.  Events of Default........................................................................32
         Section 7.02.  Enforcement of Covenants and Conditions..................................................33
         Section 7.03.  Application of Moneys....................................................................34
         Section 7.04.  Right of Trustee to Act Without Possession of Bonds......................................34
         Section 7.05.  Power of Majority of Owners of Bonds.....................................................35
         Section 7.06.  Limitation on Suits by Owners............................................................35
         Section 7.07.  Waiver by Owners of Bonds................................................................35
         Section 7.08.  Remedies Cumulative, Delay Not To Constitute Waiver......................................35
         Section 7.09.  Restoration of Rights Upon Discontinuance of Proceedings.................................36

ARTICLE VIII  Concerning the Trustee; Tender Agent; Remarketing Agent, Letter of Credit
Custodian........................................................................................................37

         Section 8.01.  Acceptance of Trust and Prudent Performance Thereof......................................37
         Section 8.02.  Trustee May Rely Upon Certain Documents and Opinions.....................................37
         Section 8.03.  Trustee Not Responsible for Indenture Statements, Validity...............................38
         Section 8.04.  Limits on Duties and Liabilities of Trustee..............................................38
         Section 8.05.  Money Held in Trust......................................................................38
         Section 8.06.  Obligation of Trustee and Letter of Credit Custodian.....................................38
         Section 8.07.  Notice to Owners.........................................................................39
         Section 8.08.  Intervention in Judicial Proceedings.....................................................39
         Section 8.09.  Further Investigation by Trustee.........................................................39
         Section 8.10.  Trustee to Retain Financial Records......................................................39
         Section 8.11.  Compensation of Trustee..................................................................39
</TABLE>

                                       ii
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<TABLE>
<S>                                                                                                            <C>
         Section 8.12.  Trustee May Hold Bonds...................................................................40
         Section 8.13.  Appointment of Trustee...................................................................40
         Section 8.14.  Merger of Trustee........................................................................40
         Section 8.15.  Resignation or Removal of Trustee........................................................40
         Section 8.16.  Appointment of Successor Trustee.........................................................41
         Section 8.17.  Transfer of Rights and Property to Successor Trustee.....................................41
         Section 8.18.  Co-Trustee...............................................................................43
         Section 8.19.  Remarketing Agent; Resignation; Removal..................................................43
         Section 8.20.  Qualifications of Remarketing Agent......................................................43
         Section 8.21.  Rights and Duties of Tender Agent........................................................43
         Section 8.22.  Resignation or Removal of Tender Agent; Appointment of Successor.........................44
         Section 8.23.  Several Capacities.......................................................................44
         Section 8.24.  Letter of Credit Custodian...............................................................44

ARTICLE IX  Concerning the Owners of Bonds.......................................................................46

         Section 9.01.  Execution of Instruments by Owners of Bonds..............................................46
         Section 9.02.  Waiver of Notice.........................................................................46
         Section 9.03.  Determination of Owner Concurrence.......................................................46
         Section 9.04.  Revocation by Owners of Bonds............................................................46

ARTICLE X  Payment, Defeasance and Release.......................................................................48

         Section 10.01. Payment and Discharge of Indenture.......................................................48
         Section 10.02. Bonds Deemed Not Outstanding After Deposits..............................................49
         Section 10.03. Non-Presentment of Bonds.................................................................49

ARTICLE XI  Supplemental Indentures..............................................................................50

         Section 11.01. Purposes for Which Supplemental Indentures May Be Executed...............................50
         Section 11.02. Execution of Supplemental Indenture......................................................51
         Section 11.03. Discretion of Trustee....................................................................51
         Section 11.04. Modification of Indenture with Consent of Owners.........................................51
         Section 11.05. Supplemental Indentures to be Part of Indenture..........................................52
         Section 11.06. Consent of the LGC.......................................................................52

ARTICLE XII  Amendment of Agreement and Letter of Credit.........................................................53

         Section 12.01. Amendments, etc., to Agreement or Letter of Credit Not Requiring
                              Consent of Owners..................................................................53
         Section 12.02. Amendments, etc., to Agreement or Letter of Credit Requiring
                              Consent of Owners..................................................................53
         Section 12.03. Limitation on Amendments to Agreement or Letter of Credit................................53
         Section 12.04. Amendment by Unanimous Consent...........................................................54
         Section 12.05. Opinion of Counsel Required..............................................................54
</TABLE>

                                      iii
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<TABLE>
<S>                                                                                                           <C>
         Section 12.06.  Amendment of Agreement by Trustee.......................................................52

ARTICLE XIII  Letter of Credit...................................................................................55

         Section 13.01.  Maintenance of Letter of Credit.........................................................55
         Section 13.02.  Drawings under Letter of Credit.........................................................55
         Section 13.03.  Substitute Letter of Credit.............................................................56
         Section 13.04.  Notice to Rating Agencies...............................................................57
         Section 13.05.  Bank Bonds Not Secured by Letter of Credit..............................................57

ARTICLE XIV  Miscellaneous.......................................................................................58

         Section 14.01.  Covenants of Issuer Bind Successors and Assigns.........................................58
         Section 14.02.  Immunity of Officers....................................................................58
         Section 14.03.  No Benefits to Outside Parties..........................................................58
         Section 14.04.  Separability of Indenture Provisions....................................................58
         Section 14.05.  Execution of Indenture in Counterparts..................................................58
         Section 14.06.  Headings Not Controlling................................................................58
         Section 14.07.  Notices.................................................................................58
         Section 14.08.  References to Bank and Letter of Credit.................................................59

EXHIBIT A Variable Rate Form of Bond..............................................................................1
</TABLE>



                                       iv

<PAGE>   6




                                TRUST INDENTURE

      THIS TRUST INDENTURE (this "Indenture") is dated as of September 1, 1999,
between The Guilford County Industrial Facilities and Pollution Control
Financing Authority, a political subdivision of the State of North Carolina
(the "Issuer"), and U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States of
America with its principal office in St. Paul, Minnesota (the "Trustee").

                              W I T N E S S E T H

      WHEREAS, the Industrial and Pollution Control Facilities Financing Act,
Chapter 159C of the General Statutes of North Carolina, as amended (the "Act"),
authorizes the creation of industrial facilities and pollution control
financing authorities by the several counties in North Carolina and empowers
such authorities to acquire, construct, own, repair, maintain, extend, improve,
rehabilitate, renovate, furnish, equip and sell, lease, exchange, transfer or
otherwise dispose of industrial or manufacturing facilities to the end that
such authorities may be able to promote the right to gainful employment
opportunity and private industry, and thereby promote the general welfare of
the inhabitants of North Carolina, by exercising such powers to aid in
financing industrial or manufacturing facilities for the purpose of alleviating
unemployment or raising below average manufacturing wages and further
authorizes such authority to loan to others the proceeds of bonds issued for
the purpose of paying for all or any part of an industrial or manufacturing
facility, to mortgage and pledge any or all of such facilities, whether then
owned or thereafter acquired, as security for the payment of the principal of,
premium, if any, and interest on any such bonds and any agreements made in
connection therewith and to pledge or assign the revenues and receipts from
such facilities or loan or from any other source to the payment of such bonds;
and

      WHEREAS, the Issuer has been duly organized under the Act; and

      WHEREAS, under the Act, the Issuer has been given the power to issue its
revenue bonds from time to time and to use the proceeds thereof for the purpose
of paving all or part of the cost of any project and of all other costs
incident to or necessary and appropriate to achieve the foregoing; and

      WHEREAS, Crescent Sleep Products Company, a Delaware corporation (the
"Company") has requested that the Issuer issue and sell a series of industrial
development revenue bonds for the purpose of financing the acquisition,
rehabilitation and equipping of a 133,000 square foot facility to be owned and
operated by the Company for the purpose of manufacturing mattresses (such
facility, including the site on which it is located, and equipment, being
hereinafter referred to as the "Project"); and

      WHEREAS, after careful study and investigation of the nature of the
proposed issuance, the Issuer has determined that, in issuing its industrial
development revenue bonds, it will be acting in furtherance of the public
purposes intended to be served by the Act; and


<PAGE>   7




      WHEREAS, the Issuer has authorized the issuance and sale of $5,900,000 in
aggregate principal amount of its Industrial Development Revenue Bonds
(Crescent Sleep Products Company Project) Series 1999 (the "Bonds"), the
proceeds of which will be used to finance the qualified costs of the Project;
and

      WHEREAS, the Issuer has entered into a Loan Agreement, dated as of
September 1, 1999 (the "Agreement"), with the Company under the terms of which
the Issuer has agreed to finance the costs of the Project through the issuance
of the Bonds and, in consideration thereof, the Company has agreed to pay or to
cause to be paid to the Issuer monies sufficient to pay the principal and
purchase price of and premium, if any, and interest on the Bonds as the same
become due and payable and to pay certain administrative expenses in connection
with the Bonds, and

      WHEREAS, as further security for the payment of the Bonds, the Issuer has
agreed to assign and pledge to the Trustee all right, title, and interest of
the Issuer in and to the Trust Estate (as hereinafter defined); and

      WHEREAS, contemporaneously with the issuance of the Bonds, U.S. Bank
National Association (the "Bank") will issue its irrevocable direct-pay Letter
of Credit (the "Letter of Credit"), in favor of the Letter of Credit Custodian
(as defined below), for the account of the Company, obligating the Bank to pay
to the Trustee, in accordance with the terms thereof upon presentation of
drafts and certificates as required therein, certain amounts specified therein
for payment of the principal and purchase price of and interest on the Bonds;
and

      WHEREAS, pursuant to the terms of a Reimbursement Agreement dated as of
the date hereof, the Company is obligated to reimburse the Bank, with interest,
for the amount of any drawing under the Letter of Credit as defined herein, and

      WHEREAS, the Bonds were authorized pursuant to a resolution (the "Bond
Resolution") duly adopted by the Issuer on September 15, 1999; and

      WHEREAS, it is the intention of the Issuer and the Trustee to enter into
this Indenture (the "Indenture") to provide for, among other things (i) the
deposit into, and administration of any sums deposited in, the Bond Fund, (ii)
the payment of principal and interest due on the Bonds, (iii) purchase of the
Bonds upon demand of the Owner thereof for mandatory purchase thereof, (iv)
calculation and payment of the interest on the Bonds, (v) draws under the
Letter of Credit to pay principal of and interest on, or, if necessary, the
Purchase Price of, the Bonds as provided herein and under the terms of the
Letter of Credit, and (vi) application of all payments due under the Agreement
to secure the foregoing; and

      WHEREAS, all things necessary to make the Bonds when authenticated by the
Trustee and issued as in this Indenture provided, the valid, binding and legal
obligations of the Issuer according to the import thereof, and to constitute
this Indenture a valid assignment of the Agreement for payment of the principal
of, premium, if any, and interest on the Bonds, have been done and performed,
and the creation, execution and delivery of this Indenture, and the issuance of
the Bonds, subject to the terms hereof, have in all respects been duly
authorized.

                                       2

<PAGE>   8


      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                               GRANTING CLAUSES

      That the Issuer, in consideration of the premises and the acceptance by
the Trustee of the trusts hereby created and of the purchase and acceptance of
the Bonds by the Owners thereof, and of the sum of one dollar, lawful money of
the United States of America, to it duly paid by the Trustee at or before the
execution and delivery of these presents, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, in order to secure
the payment of the principal of, premium, if any, and interest on the Bonds
according to their tenor and effect and to secure the performance and
observance by the Issuer of all the covenants expressed herein and in the
Bonds, does hereby assign and grant a security interest in the following to the
Trustee, and its successors in trust and assigns forever, for the securing of
the performance of the obligations of the Issuer hereinafter set forth:

                             GRANTING CLAUSE FIRST

      All right, title and Interest of the Issuer in and to the Agreement
(except for the unassigned rights of, and amounts payable to, the Issuer under
Sections 4.2(b). 7.2, 8.4 and 10.10 of the Agreement);

                            GRANTING CLAUSE SECOND

      All right, title and interest of the Issuer in and to all money and
securities from time to time held by the Trustee under the terms of this
Indenture, and all earnings thereon;

                             GRANTING CLAUSE THIRD

      Any and all other property rights and interests of every kind and nature
from time to time hereafter by delivery or by writing of any kind granted,
bargained, sold, alienated, demised, released, conveyed, assigned, transferred,
mortgaged, pledged, hypothecated or otherwise subjected hereto, as and for
additional security, herewith, by the Issuer or any other person on its behalf
or with its written consent, including but not limited to the Letter of Credit
and all amounts drawn thereunder, and the Trustee is hereby authorized to
receive any and all such property at any and all times and to hold and apply
the same subject to the terms hereof,

      TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned
or hereafter acquired, unto the Trustee and its successors in said trust and
assigns forever;

      IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the
equal and proportionate benefit, security and protection of all present and
future Owners of the Bonds, from time to time, issued under and secured by this
Indenture without privilege, priority or distinction as to the lien or
otherwise of any of the Bonds over any of the other Bonds except in the case of
funds held hereunder for the benefit of particular Owners of Bonds, and for the
benefit of the Bank to the extent provided herein;

                                       3
<PAGE>   9


      PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid, the principal of, premium, if any, and
interest on the Bonds due or to become due thereon, at the times and in the
manner set forth in the Bonds according to the true intent and meaning thereof,
or shall provide, as permitted hereby, for the payment thereof by depositing
with the Trustee the entire amount due or to become due thereon, and shall well
and truly cause to be kept, performed and observed all of its covenants and
conditions pursuant to the terms of this Indenture, and shall pay or cause to
be paid to the Trustee all sums of money, due or to become due to it in
accordance with the terms and provisions hereof, then upon the final payment
thereof this Indenture and the rights hereby granted shall cease, determine and
be void, except to the extent specifically provided in Article X hereof;
otherwise this Indenture shall remain in full force and effect.

      THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds issued and secured hereunder are to be issued, authenticated and
delivered and all said property, rights and interests, including, without
limitation, amounts payable under the Agreement and any other amounts hereby
assigned and pledged are to be dealt with and disposed of under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts,
uses and purposes as herein expressed, and the Issuer has agreed and
covenanted, and does hereby agree and covenant with the Trustee, and with the
respective Owners of the Bonds as following:

                                       4
<PAGE>   10


                                   ARTICLE I

                        DEFINITIONS AND INTERPRETATION

      Section 1.01. Definitions. Unless the context otherwise requires, the
terms defined in this Article I and in the recitals and succeeding Articles of
this Indenture shall, for all purposes of this Indenture and of any indenture
supplemental hereto, have the meanings herein specified, such definitions to be
equally applicable to both the singular and plural forms of any of the terms
defined:

      "Act" means the Industrial and Pollution Control Facilities Financing Act,
Chapter 159C of the North Carolina General Statutes, as amended from time to
time.

      "Act of Bankruptcy" means the filing of a petition in bankruptcy (or the
commencement of a bankruptcy or similar proceeding) by or against any person or
entity under any applicable bankruptcy, insolvency, receivership,
reorganization or similar law, now or hereafter in effect.

      "Affiliate" means any person or entity that directly, or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with the Issuer or Company.

      "Agreement" means the Loan Agreement between the Issuer and the Company,
dated as of September 1, 1999, as such document may be amended and
supplemented.

      "Authenticating Agent" means, with respect to Bonds in the Variable Rate
Mode, the Tender Agent, and, with respect to Bonds in the Fixed Rate Mode, the
Trustee.

      "Authorized Denomination" means: (i) $100,000 or any greater integral
multiple of $5,000 in the case of Bonds in the Variable Rate Mode; or (ii)
$5,000 or any integral multiple thereof in the case of Bonds in the Fixed Rate
Mode.

      "Authorized Representative" means the person at the time designated to
act on behalf of the Issuer by written certificate furnished to the Trustee,
and signed on behalf of the Issuer by its Chairman or Vice Chairman.

      "Authorized Representative of the Company" shall mean such person or
persons as may be designated to act on behalf of the Company by certificate
signed by the secretary of the board of directors of the Company and filed with
the Issuer and the Trustee.

      "Bank" means (i) the Initial Bank, (ii) any Replacement Bank, and (iii)
any Substitute Bank.

      "Bank Bond" means any Bond purchased on a Mandatory Tender Date or
Optional Tender Date, or upon the occurrence of an Event of Default if so
directed by the Bank pursuant to Section 7.02 hereof, with funds drawn under
the Letter of Credit, if such Bond is not concurrently remarketed, redeemed or
retired.


                                       5


<PAGE>   11


      "Beneficial Owner" means the person for which a Participant in a
Depository acquires an Interest in the Bonds.

      "Bond Fund" means the Bond Fund created under Section 6.01 of this
Indenture.

      "Bond Purchase Agreement" means the Bond Purchase Agreement dated
September 17, 1999 by and between the Issuer, the Company and the Underwriter.

      "Bond Resolution" means the resolution adopted by the Issuer on September
15, 1999, authorizing the issuance of the Bonds in accordance with the terms of
this Indenture.

      "Bonds" shall have the meaning specified in the second recital hereto.

      "Business Day" means any day which is not a Saturday or Sunday and is not
a day on which banking institutions in Minnesota, or the city in which the
principal office of the Trustee is located, are authorized or required by law
to close, or on which the New York Stock Exchange is closed.

      "Calendar Week" means the period of seven days from and including
Thursday to and including the following Wednesday.

      "Cede & Co." means Cede & Co. or Cede & Co.'s successor as nominee of
DTC.

      "Certificate" means a certification in writing required or permitted by
the provisions of this Indenture, signed and delivered to the Trustee or other
proper person or persons. If and to the extent required by the provisions of
Section 1.02 hereof, each Certificate shall include the statements provided for
in said Section 1.02.

      "Certified Resolution" means a cop), of a resolution of the Issuer,
certified to have been duly adopted by the Issuer and to be in full force and
effect on the date of such certification.

      "Cessation of Operation" shall have the meaning given such term in the
Agreement.

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

      "Company'" shall mean Crescent Sleep Products Company, a Delaware
corporation, its successors and assigns, and any surviving, resulting or
transferee entity as provided by the Agreement.

      "Conversion Date" means the date on which Bonds are converted to the
Fixed Rate Mode.

      "County" means Guilford County, North Carolina, a political subdivision
of the State of North Carolina.

      "Daily Rate" means the Variable Rate on the Bonds established pursuant to
Section 2.02(a) hereof.



                                       6



<PAGE>   12


      "Daily Rate Period" means any period during which the Bonds bear interest
at the Daily Rate.

      "DTC" shall mean The Depository Trust Company, located in New York, New
York, a limited purpose trust company organized under the laws of the State of
New York.

      "Default" means default by the Issuer in the performance or observance of
any of the covenants, agreements, or conditions on its part contained in this
Indenture, exclusive of any notice or period of grace required for a default to
constitute an "Event of Default" as described in Section 7.01 of this
Indenture.

      "Delivery Service" means a carrier or delivery service which guarantees
delivery of documents to the city of destination on the Business Day
immediately following the Business Day on which such documents are sent.

      "Depository" means any securities depository that is a clearing agency
under federal law, operating and maintaining, with its participants or
otherwise, a book entry system to record ownership of book entry interests in
the Bonds, and to effect transfers of book entry, interests in the Bonds in
book entry form, and includes and means initially DTC.

      "Determination of Taxability" means the issuance of a statutory notice of
any District Office of the Internal Revenue Service, or a final decision of a
court of competent jurisdiction, which holds in effect, or an opinion of
nationally recognized bond counsel stating, that, by reason of a breach by the
Company of any agreement, covenant or representation in the Agreement, the
interest payable on the Bonds is includible for federal income tax purposes in
the gross income of an Owner of the Bonds, after the period, if any, for
contest or appeal of such action, ruling or decision by the Company and any
Owner has expired without any such contest or appeal having been properly
instituted by the Company or the Owner; provided that no Determination of
Taxability shall arise from the interest on the Bonds being included (1) In
income for purposes of calculating alternative minimum taxable income of any
corporation pursuant to Section 55 of the Code; (2) in earnings and profits of
branches of foreign corporations for purposes of calculating the "branch
profits tax"; (3) within gross income to certain recipients of social security
benefits; or (4) as passive investment income to certain subchapter S
corporations which have subchapter C earnings and profits.

      "Discharge Expenses" means expenses not to exceed $9,000 payable to the
Trustee upon discharge hereunder.

      "Eligible Funds" shall mean (a) proceeds of the Bonds and the proceeds
from the investment or remarketing thereof to a person other than the Issuer,
the Company, any guarantor of the Company, or any Affiliate of any of the
foregoing, (b) any amounts which have been on deposit with the Trustee for a
period of at least ninety-one (91) days during which time no Act of Bankruptcy
has occurred with respect to the person or entity making such deposit, or in
the event of a deposit of funds, directly or indirectly, by an Affiliate, such
funds have been on deposit with the Trustee for a period of at least 367 days
during which time no Act of bankruptcy has occurred with respect to such
Affiliate, the Issuer or the Company; (c) monies (exclusive of funds drawn
under the Letter of Credit) with respect to which the Trustee receives a
written opinion of nationally-recognized counsel



                                       7

<PAGE>   13


experienced in bankruptcy matters to the effect that payment of such monies to
the Owners of the Bonds would not constitute a voidable preference under
Section 544 or 547 of the Bankruptcy Code and would not be recoverable under
Section 550 of the Bankruptcy Code in the event the Company, the Issuer or an
Affiliate was to become a debtor under the Bankruptcy Code; or (d) monies
derived from the Letter of Credit. In determining whether at the time of
deposit of any funds and for the specified period thereafter as described in
this definition, any petition or similar act was on file or was filed, the
Trustee shall receive and may rely on a written certificate of an Authorized
Representative of the Company stating that no such petition was on file or was
filed with respect to the Company, and a written certificate of an Authorized
Representative of the Issuer stating that no such petition was on file or was
filed with respect to the Issuer, provided that if the Company or the Issuer,
as applicable, shall not provide such a certification, the Trustee shall act as
if the funds with respect to which such certification was not made are not
Eligible Funds.

      "Event of Default" means an Event of Default described in Section 7.01 of
this Indenture which has not been cured.

      "Federal Funds Rate" means, with respect to any day, the rate of interest
published by the Federal Reserve Bank of New York as being the average
overnight federal funds rate for such day; provided, however, that the Federal
Funds Rate for any day which is not a Business Day shall be equal to the
Federal Funds Rate in effect on the immediately preceding Business Day.

      "Financial Newspaper" or "Financial Journal" means any newspaper or
journal devoted to financial news circulated in the English language in
Minneapolis and in St. Paul, Minnesota.

      "Fixed Rate" means the interest rate on any Bond in effect after the
Conversion Date, as said rate is determined in accordance with Section 2.03
hereof.

      "Fixed Rate Interest Payment Date" means the first March 1 or September 1
which is at least three (3) months after the Conversion Date and each March 1
and September 1 thereafter.

      "Fixed Rate Mandatory Tender Date" means any mandatory tender date
selected by the Company, for Bonds in the Fixed Rate Mode.

      "Fixed Rate Mode" means the aggregate of the characteristics which apply
to Bonds which have been converted to bear interest at the Fixed Rate.

      "Government Obligations" means direct obligations of, or obligations the
principal of and the interest on which are fully and unconditionally guaranteed
by, the United States of America.

      "Immediate Notice" means notice delivered on the day of occurrence of the
event being reported by telephone, telex or telecopier to such address, or
telephone number, as the case may be, as the addressee shall have directed in
writing, and if notice is delivered by telephone or telex, promptly followed by
written notice by Delivery Service or by first class mail, postage prepaid.


                                       8


<PAGE>   14


      "Indenture" means this Trust Indenture between the Issuer and the
Trustee, dated as of September 1, 1999, and any amendments or supplements
hereto.

      "Independent Counsel" means an attorney duly admitted to practice law
before the highest court of any state and who is not a full-time employee or
officer of the Issuer or the Company.

      "Initial Bank" means U.S. Bank National Association, a national banking
association, in its capacity as provider of the Initial Letter of Credit.

      "Initial Letter of Credit" means the Irrevocable Letter of Credit No.
SLCMMSP00711 issued by the Initial Bank to secure the Bonds.

      "Interest Payment Date" means (i) with respect to Bonds in the Variable
Rate Mode, the first day of each month, commencing October 1, 1999; (ii) each
Mandatory Tender Date; and (iii) after the Conversion Date, each Fixed Rate
Interest Payment Date. With respect to any of the above, if any date so
specified is not a Business Day, the interest shall be paid on the immediately
following Business Day with the same effect as if paid on the stated Interest
Payment Date.

      "Interest Rate Determination Method'" means any of the methods of
determining the Variable Rate on the Bonds described in Section 2.02 hereof.

      "Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986
and all rules and regulations promulgated thereunder, as amended from time to
time.

      "Investment Grade Rating" means a rating assigned to the Bonds within the
top four (4) rating categories of Moody's or S&P or a comparable rating from
another nationally recognized rating agency.

      "Issuer" means The Guilford County Industrial Facilities and Pollution
Control Financing Authority, a political subdivision of the State of North
Carolina and its successors and assigns.

      "Letter of Credit" means (i) the Initial Letter of Credit; (ii) any
Replacement Letter of Credit; and (iii) any Substitute Letter of Credit.

      "Letter of Credit Custodial Agreement" means the Letter of Credit
Custodial Agreement of even date herewith among the Trustee, the Letter of
Credit Custodian and the Company.

      "Letter of Credit Custodian" means Bank One Colorado, N.A., Denver,
Colorado, a national banking association, or any successor entity unrelated to
the Bank under the Letter of Credit Custodial Agreement.

      "Letter of Credit Period" means any period prior to the time the Bonds
bear a Fixed Rate to their maturity.



                                       9

<PAGE>   15


      "Letter of Credit Termination Date" means the stated expiration date of a
Letter of Credit, including any extensions thereof, or such earlier date as a
Letter of Credit terminates according to the terms thereof.

      "LGC" means the Local Government Commission of North Carolina, a division
of the North Carolina Department of State Treasurer, and any successor or
successors thereto.

      "Mandatory Tender Date" means (i) any Proposed Conversion Date; (ii) any
Letter of Credit Termination Date; (iii) any Fixed Rate Mandatory Tender Date;
(iv) the proposed effective date of a change in the Interest Rate Determination
Method; as provided in Section 2.04(a) hereof; and (v) the date established for
mandatory purchase of the Bonds by the Bank under Section 7.02 hereof.

      "Maximum Rate" means the lesser of (i) the interest rate used to
determine the interest coverage provided by the Letter of Credit, or (ii)
11.00% per annum.

      "Monthly Rate" means the Variable Rate on the Bonds established pursuant
to Section 2.02(c).

      "Monthly Rate Period" means any period during which the Bonds bear
interest at the Monthly Rate.

      "Moody's" means Moody's Investors Service, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successors and
assigns, and, if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized securities rating agency
designated by the Company, with the consent of the Bank, by notice to the
Trustee.

      "Opinion of Counsel" means a written opinion of counsel (who need not be
independent Counsel unless so specified) appointed by the Company and
acceptable to the Trustee and Bank or appointed by the Trustee and Bank. If and
to the extent required by the provisions of Section 1.02 hereof, each Opinion
of Counsel shall include the statements provided for in said Section 1.02.

      "Optional Tender Date" means (i) during any Daily Rate Period or Weekly
Rate Period, each Business Day, and (ii) during any Monthly Rate Period, each
Interest Payment Date or, if such day is not a Business Day, the next
succeeding Business Day.

      "Outstanding"' when used as of any particular time with reference to
Bonds, means (subject to the provisions of Section 9.03 of this Indenture
pertaining to Bonds held by the Company) all Bonds theretofore authenticated
and delivered by the Trustee under the Indenture except: (i) Bonds theretofore
canceled by the Trustee or surrendered to the Trustee for cancellation; (ii)
Bonds for the payment or redemption of which funds or direct obligations of or
obligations fully guaranteed by the United States of America in the necessary
amount shall have theretofore been deposited with the Trustee by the Issuer,
provided that if such Bonds are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given pursuant to Article III of this
Indenture, or provision satisfactory to the Trustee shall have been made for
the giving of such notice; and (iii) Bonds in lieu



                                      10
<PAGE>   16

of or in substitution for which other Bonds shall have been authenticated and
delivered by the Trustee pursuant to the terms of Section 2. 10 of this
Indenture pertaining to replacement of Bonds.

      "Owner" means the person or persons in whose name a Bond is registered.

      "Participants" means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds Bonds as
securities depository and for whom the Depository effects book entry transfers
and pledges of securities deposited with the Depository.

      "Predecessor Bonds" of any particular Bond means every previous Bond
evidencing all or a portion of the same debt as that evidenced by such
particular Bond, and for purposes of this definition, any Bond authenticated
and delivered under Section 2.10 hereof in lieu of a lost, destroyed or stolen
Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen
Bond.

      "Principal Payment Date" means the stated maturity of principal of any
Bonds.

      "Project" shall have the meaning specified in the Agreement.

      "Project Costs" shall have the meaning specified in the Agreement.

      "Project Fund" shall mean the Project Fund created under Section 6.02 of
this Indenture.

      "Proposed Conversion Date" means the Business Day stated in the written
notice of conversion given by the Company to the Trustee in which the Company
elects to convert Bonds to a Fixed Rate.

      "Purchase Fund" means the Purchase Fund created in Section 4.05 of this
Indenture.

      "Purchase Price" means the price at which Bonds are to be purchased which
shall, in each case, be all amount equal to 100% of the outstanding principal
amount of the Bonds plus, for any purchase on an Optional Tender Date that is
not an Interest Payment Date, interest accrued but not paid thereon to but not
on or after such tender date.

      "Qualified Investments" means investments authorized and described in
Section 6.04 hereof.

      "Record Date" means (i) with respect to Bonds in the Variable Rate Mode,
the Business Day preceding the Interest Payment Date, Redemption Date, or
maturity date; and (ii) with respect to Bonds in the Fixed Rate Mode, the
fifteenth day (whether or not a Business Day) of the calendar month next
preceding an Interest Payment Date, Redemption Date, or maturity date.

      "Receipt Mail" means return-receipt-registered mail, certified mail,
express mail, Delivery Service or any other reliable system of delivery,
provided that such system provides the sender with written confirmation of
receipt by the recipient.




                                      11

<PAGE>   17


      "Redeem" or "redemption" means, with respect to a Bond registered as to
principal, "prepay" or "prepayment" as the case may be.

      "Redemption Date" means the date fixed for redemption of a Bond pursuant
to this Indenture.

      "Reference Rate" means the interest rate from time to time publicly
announced by the Bank as its "reference" or "base" rate of interest.

      "Register" means the registration books of the Issuer kept, with respect
to all Bonds which are in the Variable Rate Mode, by the Tender Agent as agent
for the Issuer and, with respect to Bonds in the Fixed Rate Mode, kept by the
Trustee as agent for the Issuer to evidence the registration and transfer of
Bonds.

      "Registrar" means the keeper of the Register, which with respect to all
Bonds which are in the Variable Rate Mode, shall be the Tender Agent and which,
with respect to Bonds in the Fixed Rate Mode, shall be the Trustee.

      "Reimbursement Agreement" means any reimbursement agreement or similar
instrument between the Company and the Bank, pursuant to which the Company
agrees to reimburse the Bank for draws on its Letter of Credit, as such
instrument may be amended, supplemented, renewed or substituted from time to
time.

      "Remarketing Agent" means any member firm of the National Association of
Securities Dealers or any national bank designated in writing by the Company to
the Trustee, the Tender Agent and the Bank, provided that, initially, the
Remarketing Agent shall be U.S. Bancorp Piper Jaffray Inc., as provided in the
Remarketing Agreement.

      "Remarketing Agreement" means the Remarketing Agreement dated as of
September 1, 1999 between the Remarketing Agent and the Company, as amended,
supplemented or substituted from time to time.

      "Replacement Bank" means a commercial bank, savings and loan association,
insurance company, or other financial institution which has issued a
Replacement Letter of Credit, which must be the same financial institution that
issued the most recently expiring Letter of Credit.

      "Replacement Letter of Credit" means a letter of credit delivered to the
Trustee to replace an expiring Letter of Credit, and which letter of credit
shall meet the requirements of Section 13.01(b) hereof.

      "Responsible Officer" means and includes the chairman of the board of
directors, the president, every vice president, every assistant vice president,
every corporate trust officer, and every officer and assistant officer, other
than those specifically above mentioned, to whom any corporate trust matter is
referred because of the knowledge of, and familiarity with, a particular
subject of such officer or assistant officer.



                                      12



<PAGE>   18


      "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, a corporation organized and existing under the laws of
the State of New York, its successors and assigns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, S&P shall be deemed to refer to any other nationally
recognized securities rating agency designated by the Issuer, with the consent
of the Bank, by notice to the Trustee.

      "Special Record Date" for the payment of any Defaulted Interest (as
defined in Section 2.08 hereof) on fully registered Bonds means a date fixed by
the Registrar pursuant to Section 2.08 hereof.

      "Stated Expiration Date" means the stated expiration date of a Letter of
Credit, without regard to any extensions thereof.

      "Substitute Bank" means a commercial bank, savings and loan association,
insurance company, or other financial institution which has issued a Substitute
Letter of Credit.

      "Substitute Letter of Credit" means a letter of credit (other than a
Replacement Letter of Credit) delivered to the Trustee in accordance with
Section 13.03 hereof and meeting the requirements of Section 13.01 (b) and
Section 13.03 hereof.

      "Tender Agent" means any entity which shall be named to provide the
services assigned to the Tender Agent in this Indenture. The Trustee shall
serve as the initial Tender Agent for the Bonds in the Variable Rate Mode
pursuant to the terms of Section 8.21 hereof, and shall serve as the Tender
Agent when the Bonds are in the Fixed Rate Mode.

      "Tender Notice" shall have the meaning assigned in Section 2.02(d)
hereof.

      "Trustee" means the trustee at the time serving as such under this
Indenture. To the extent provided in Section 8.18, the term "Trustee" includes
or refers to the Co-Trustee.

      "Trust Estate" means the revenues, monies, investments, contract rights,
general intangibles, and instruments and proceeds, products and accessions
thereof as set forth in the Granting Clauses of this Indenture, and such other
collateral, security and guarantees as shall from time to time be pledged to
the Trustee by the Issuer as security for its obligations under the Bonds.

      "Underwriter" means U.S. Bancorp Piper Jaffray Inc.

      "Variable Rate" means that annual rate of interest, expressed as a
percentage and rounded to the nearest one-hundredth of one percent, which, in
the judgment of the Remarketing Agent (having due regard to the prevailing
market conditions), is the lowest rate which would enable the Bonds in the
Variable Rate Mode to be sold at 100% of the outstanding principal amount
thereof on the next Business Day, not exceeding the Maximum Rate; the Variable
Rate at any given point in time will be determined in accordance with Section
2.02 hereof and will be either the Daily Rate, the Weekly Rate or the Monthly
Rate.


                                      13

<PAGE>   19


      "Variable Rate Mode" means the aggregate of the characteristics which
apply to Bonds which bear interest at the Variable Rate.

      "Weekly Rate" means the Variable Rate on the Bonds established pursuant
to Section 2.02(b).

      "Weekly Rate Period" means any period during which the Bonds bear
interest at the Weekly Rate.

      Section 1.02. Characteristics of Certificate or Opinion. Every
Certificate or Opinion of Counsel with respect to compliance with a condition
or covenant provided for in this Indenture shall include: (i) a statement that
the person or persons making such certificate or opinion have read such
covenant or condition and the definitions herein relating thereto; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate are based; (iii)
a statement that, in the opinion of the signers, they have made or caused to be
made such examination or investigation as is necessary to enable them to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (iv) a statement as to whether, in the opinion of the
signers, such condition or covenant has been complied with.

      Any such Certificate made or given by an officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel,
unless such officer knows that the opinion with respect to the matters upon
which his Certificate may be based as aforesaid is erroneous, or, in the
exercise of reasonable care, should have known that the same was erroneous. Any
such Opinion of Counsel may be based, insofar as it relates to factual matters
or information which is in the possession of the Company, upon the Certificate
of an officer or officers of the Company, unless such counsel knows that the
Certificate with respect to the matters upon which his opinion may be based as
aforesaid is erroneous, or, in the exercise of reasonable care, should have
known that the same was erroneous.

      Section 1.03. Additional Provisions as to Interpretation. All references
herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Indenture; and the
words "herein," "hereof," "hereunder" and other words of similar import refer
to this Indenture as a whole and not any particular Article, Section or
subdivision hereof.

      This Indenture is governed by and shall be construed in accordance with
the laws of the State of North Carolina.

      Any capitalized terms used but not defined herein shall have the meanings
specified in the Agreement.




                                      14

<PAGE>   20


                                  ARTICLE II

                   FORM, EXECUTION AND REGISTRATION OF BONDS

      Section 2.01. Form, Maturities and Numeration of Bonds.

      (a)    Bonds in the Variable Rate Mode shall be in substantially the form
set forth in Exhibit A hereto, Bonds in the Fixed Rate Mode shall be in
substantially the same form, with appropriate variations, omissions and
insertions as permitted or required by this Indenture. The Bonds shall be
issued only in Authorized Denominations. The Bonds shall be initially numbered
R-1 upwards in order of issuance or such other order as the Trustee may
determine. The Bonds originally issued, and not in exchange for Predecessor
Bonds, shall be dated as of September 17, 1999. Bonds issued in exchange for
Predecessor Bonds shall be dated the date of their authentication and delivery.

      (b)    With respect to Bonds in the Variable Rate Mode, interest on the
Bonds shall be calculated on the basis of actual days elapsed and a year of 365
or 366 days, as appropriate. With respect to Bonds in the Fixed Rate Mode,
interest on the Bonds shall be calculated on the basis of a year of 360 days
and twelve 30-day months.

      (c)    Each Bond will initially bear interest at the Weekly Rate which
will initially be the rate of three and sixty-five one hundredths percent
(3.65%) per annum, through and including September 21, 1999, from and after
which the Bonds will continue to bear interest at the Weekly Rate as in effect
from time to time, unless converted to bear interest at a Daily Rate, Monthly
Rate or Fixed Rate as provided herein. Conversion from one interest rate to
another is subject to the terms and conditions provided in Section 2.04 of this
Indenture.

      (d)    If for any reason the Variable Rate for any period is not
established by the Remarketing Agent, no Remarketing Agent shall be serving as
such hereunder, or the established rate is held to be invalid or unenforceable
with respect to any period, then the Variable Rate for such period shall be the
Variable Rate which was in effect on the date such Variable Rate was last
determined in accordance with Section 2.02.

      (e)    The principal of, premium, if any, and interest on the Bonds shall
be payable in any currency of the United States of America which, at the
respective dates of payment thereof, is legal tender for the payment of public
and private debts. The interest to be paid on each Interest Payment Date shall
be the amount of interest due on the Bonds from the last Interest Payment Date
to, but not including, the current Interest Payment Date. Interest on the
Bonds, except interest due on a Mandatory Tender Date, an Optional Tender Date
that is an Interest Payment Date, or on the maturity date, shall be paid on
each Interest Payment Date:

             (i)    by check or draft of the Tender Agent with respect to Bonds
      in the Variable Rate Mode, or by check or draft of the Trustee with
      respect to Bonds in the Fixed Rate Mode, in each case mailed to such
      registered owner at such owner's address as it appears on the Register or
      at such other address as is furnished to the Tender Agent or the Trustee
      in writing by such owner; or


                                      15

<PAGE>   21


             (ii)   with respect to Bonds in the Variable Rate Mode, by wire
      transfer to registered owners of at least $1,000,000 in aggregate
      principal amount of Bonds, upon such prior notice from the registered
      owner as may be satisfactory to the Tender Agent.

Interest payable with respect to Bonds in the Variable Rate Mode on an Optional
Tender Date that is an interest Payment Date, a Mandatory Tender Date, or their
maturity date, shall be paid only upon presentation of the Bond to the Tender
Agent, Interest payable with respect to Bonds in the Fixed Rate Mode on their
maturity date or a Mandatory Tender Date shall be paid only upon presentation
of the Bond to the Trustee.

      (f)    With respect to Bonds in the Variable Rate Mode, the principal of
and Purchase Price of the Bonds are payable at the principal corporate trust
office of the Tender Agent. With respect to Bonds in the Fixed Rate Mode, the
principal of and premium, if any, on the Bonds and any Purchase Price of the
Bonds are payable at the principal corporate trust office of the Trustee.

      (g)    Notwithstanding the foregoing, for as long as DTC or its nominee,
Cede & Co., is the Owner, payment of principal and interest will be made
directly to such Owner. Disbursal of such payments to the DTC Participants is
the responsibility of DTC; disbursal of such payment to the Beneficial Owners
is the responsibility of the DTC Participants.

      (h)    The Bonds shall be issued in the aggregate principal amount of
Five Million Nine Hundred Thousand Dollars ($5,900,000), and shall mature on
September 1, 2019; provided, that the Bonds shall be subject to optional and
mandatory redemption as provided in Article III hereof. The Bonds shall bear
interest as provided in Sections 2.02 or 2.03 hereof.

      Section 2.02. Variable Rate, Optional Tenders.

      (a)    During any Daily Rate Period, the Bonds will bear interest at the
Daily Rate. During any Daily Rate Period, the Daily Rate shall be determined by
the Remarketing Agent by 9:30 a.m., New York City time, on each Business Day.
The Daily Rate for any non-Business Day will be the rate for the last Business
Day on which a Daily Rate was set.

      (b)    During any Weekly Rate Period, the Bonds will bear interest at the
Weekly Rate. During any Weekly Rate Period, the Remarketing Agent will set a
Weekly Rate by 5:00 p.m., New York City time, on each Wednesday (or the
immediately preceding Business Day if such Wednesday is not a Business Day) for
the next ensuing Calendar Week, provided that the Weekly Rate for the first
Calendar Week (or portion thereof) following a change in the Interest Rate
Determination Method to a Weekly Rate shall be set by the Remarketing Agent on
the Business Day immediately preceding the effective date thereof.

      (c)    During any Monthly Rate Period the Bonds will bear interest at the
Monthly Rate. In each Monthly Rate Period, the Remarketing Agent will set a
Monthly Rate by 5:00 p.m., New York City time, on the day preceding the first
day of each month (or the immediately preceding Business Day if such day is not
a Business Day) for the next month, provided that the Monthly Rate for the
first month (or portion thereof) following a change in the Interest Rate
Determination Method



                                      16

<PAGE>   22

to a Monthly Rate shall be set by the Remarketing Agent on the Business Day
immediately preceding the effective date thereof

      (d)    Bonds in the Variable Rate Mode shall, as provided in this
paragraph, be purchased by the Tender Agent at the option of the Owner. Any
Owner of a Bond which is in the Variable Rate Mode may exercise such option,
and the Bonds shall be purchased by the Tender Agent, but solely from the
sources of funds described in Section 4.04(a) of this Indenture. In order to
exercise this option, the Owner shall deliver Immediate Notice (the "Tender
Notice") thereof to the Tender Agent and the Remarketing Agent not later than
(i) 10:00 a.m., Minneapolis time, on the Business Day prior to the Optional
Tender Date, during the Daily Rate Period, and (ii) 4:00 p.m., Minneapolis
time, on a Business Day not less than seven calendar days prior to the Optional
Tender Date, during the Weekly Rate Period or Monthly Rate Period. The Tender
Notice must state:

             (i)    the principal amount of Bonds which are to be purchased
      (which amount shall be at least $100,000 in principal amount and in an
      Authorized Denomination); and the portion retained, if any (which must be
      at least $100,000 in principal amount and in an Authorized Denomination):

             (ii)   the Optional Tender Date; and

             (iii)  if less than all of the Owner's Bonds are to be purchased,
      the numbers of the Bonds to be purchased.

The delivery of the Tender Notice by an Owner of a Bond in the Variable Rate
Mode shall be irrevocable and binding on such Owner and cannot be withdrawn.

      Promptly upon its receipt of any Tender Notice, the Tender Agent shall
give Immediate Notice to the Trustee, the Bank and the Company of its receipt
of such Tender Notice.

      The Owner of any Bond in the Variable Rate Mode who has delivered a
Tender Notice must present such Bond to the Tender Agent to receive payment of
the Purchase Price on the Optional Tender Date and the Owner must present such
Bond to the Tender Agent by 11:00 a.m., Minneapolis time on the Optional Tender
Date in order to receive payment on that date. Interest on such Bond will cease
to accrue to such Owner on the Optional Tender Date.

      Section 2.03. Fixed Rate. With respect to Bonds in the Fixed Rate Mode,
the Fixed Rate applicable to the Bonds shall be the rate or rates determined by
the Remarketing Agent on a date not more than 35 days nor less than 10 days
prior to the Proposed Conversion Date or Fixed Rate Mandatory Tender Date;
provided that no such rate shall exceed the Maximum Rate and all Bonds of the
same maturity shall bear the same rate. The Fixed Rate applicable to each Bond
shall be the lowest rate which, in the judgment of the Remarketing Agent
(having due regard to the prevailing market conditions), would be necessary to
enable the Bonds of such maturity (or with such Fixed Rate Mandatory Tender
Date) to be sold at 100% of the principal amount thereof on the Proposed
Conversion Date or Fixed Rate Mandatory Tender Date. Notwithstanding the
foregoing, in the event all of the Bonds are not sold or remarketed on a
Proposed Conversion Date, the interest rate on the


                                      17

<PAGE>   23


Bonds will not be converted to the Fixed Rate, and the Bonds will continue in
the Variable Rate Mode, subject to the right of the Company subsequently to
elect to convert the Bonds to a Fixed Rate or to so convert the Bonds upon the
termination of the Letter of Credit, upon compliance with the terms of Section
2.04 of this Indenture.

      Bonds in the Fixed Rate Mode are subject to mandatory tender for purchase
on the Fixed Rate Mandatory Tender Date. The Trustee shall give written notice
of the Fixed Rate Mandatory Tender Date to the Owners of the Bonds at least 30
days prior to the Fixed Rate Mandatory Tender Date. The notice shall state that
on the Fixed Rate Mandatory Tender Date the Bonds will be subject to mandatory
tender and shall state:

             (1)    the Fixed Rate Mandatory Tender Date;

             (2)    that the Purchase Price of the Bonds will be 100% of the
      principal amount thereof,

             (3)    that the Bonds must be surrendered by 11:00 a.m.
      Minneapolis Time on the Fixed Rate Mandatory Tender Date to collect the
      Purchase Price on such date;

             (4)    the address at which the Bonds must be surrendered; and

             (5)    that interest on the Bonds will cease to accrue to such
      Owner on the Fixed Rate Mandatory Tender Date, and the Owner will be
      entitled only to the Purchase Price and interest accrued to the Fixed
      Rate Mandatory Tender Date.

      Section 2.04. Conversions; Notices.

      (a)    When the Bonds are in the Variable Rate Mode, the Company may from
time to time request the Remarketing Agent to change the Interest Rate
Determination Method from one Variable Rate to another by so requesting the
Remarketing Agent by written notice or by telephone notice promptly confirmed
by facsimile transmission or other writing with a copy (or by telephone,
confirmed by facsimile transmission as aforesaid) to the Trustee, the Tender
Agent, the Bank and the Issuer, received by the Remarketing Agent at least 35
days prior to the proposed effective date thereof. The effective date for a
change from a Daily Rate to a Weekly Rate must be a Wednesday. The Company's
notice must specify (i) the proposed effective date and (ii) the new Interest
Rate Determination Method.

      Upon receipt of the notice from the Company as described above, together
with a written consent of the Bank to the change in the Interest Rate
Determination Method (which written consent of the Bank must be delivered to
the Tender Agent as a condition precedent to the change in the Interest Rate
Determination Method), the Tender Agent shall give written notice to the Owners
of the Bonds at least 30 days prior to the Mandatory Tender Date.

The notice shall state that on the Mandatory Tender Date such Bonds will be
subject to mandatory tender and shall state:


                                      18


<PAGE>   24


             (1)    the Mandatory Tender Date;

             (2)    that the Purchase Price of the Bonds will be 100% of the
      principal amount thereof;

             (3)    that the Bonds must be surrendered by 11:00 a.m.
      Minneapolis Time on the Mandatory Tender Date to collect the Purchase
      Price on such date;

             (4)    the address at which the Bonds must be surrendered; and

             (5)    that interest on the Bonds will cease to accrue to such
      Owner on the Mandatory Tender Date, and the Owner will be entitled only
      to the Purchase Price and interest accrued to the Mandatory Tender Date.

From and after the Mandatory Tender Date as described in this Section 2.04(a),
the Bonds shall bear interest calculated in accordance with the new Interest
Rate Determination Method.

      (b)    The Company may give written notice at any time to the Bank, the
Tender Agent, the Letter of Credit Custodian, the Remarketing Agent, the
Trustee and the Issuer that it intends to effect a conversion of the Bonds to a
Fixed Rate on a Proposed Conversion Date as specified in such written notice,
which Proposed Conversion Date shall be not less than 35 days from the date of
such notice; provided however, that (i) in the event the Letter of Credit
securing the Bonds prior to the Conversion Date is to continue to secure the
Bonds after the Conversion Date or (ii) in the event the Bonds are to be
secured by other than the Letter of Credit securing the Bonds prior to the
Conversion Date and such notice of the Company is not accompanied by either
cash sufficient to pay the Purchase Price of the Bonds on the Conversion Date
or a Replacement Letter of Credit or Substitute Letter of Credit, then the
Company must obtain the prior written consent of the Bank to the conversion of
the Bonds to a Fixed Rate, which written consent of the Bank must be delivered
to the Trustee as a condition precedent to conversion of the Bonds to a Fixed
Rate. Such notice shall set the next Fixed Rate Mandatory Tender Date, which
shall not be later than the Stated Expiration Date, or shall provide for a
fixed rate to maturity. In the event of a fixed rate to maturity, there shall
be no Letter of Credit in effect with respect to the Bonds after the Conversion
Date, unless specifically allowed by the Opinions of Counsel described below in
this paragraph. Together with such notice, the Company shall also file with the
Trustee and Bank an Opinion of Counsel, which counsel shall be a nationally
recognized municipal bond counsel, to the effect that the conversion of such
Bonds to a Fixed Rate will not adversely affect the validity of the Bonds or
the exclusion of the interest on the Bonds from federal gross income. The
conversion of the Bonds to the Fixed Rate Mode under this Section 2.04(b) shall
not become effective unless the Company shall, on the date such conversion is
to occur, file with the Trustee and Bank an Opinion of Counsel, which counsel
shall be a nationally recognized municipal bond counsel, dated as of such date,
confirming the opinions which were delivered with the Company's notice.

      Upon receipt of the written notice of the Company stating its election to
effect a conversion of Bonds to the Fixed Rate Mode and the Opinion of Counsel,
the Tender Agent shall give written notice to the Owners of the Bonds at least
30 days prior to the Proposed Conversion

                                      19


<PAGE>   25



Date. The notice shall state that on the Proposed Conversion Date such Bonds
will be subject to mandatory tender and shall state:

             (1)    the Proposed Conversion Date;

             (2)    that the Purchase Price of the Bonds will be 100% of the
      principal amount thereof;

             (3)    that the Bonds must be surrendered by 11:00 a.m.
      Minneapolis Time on the Proposed Conversion Date to collect the Purchase
      Price on such date;

             (4)    the address at which the Bonds must be surrendered; and

             (5)    that interest on the Bonds will cease to accrue to such
      Owner on the Proposed Conversion Date; and the Owner will be entitled
      only to the Purchase Price and interest accrued to the Proposed
      Conversion Date.

      (c)    If the Company fails to furnish the Tender Agent with a
satisfactory extension of the Letter of Credit or a satisfactory Replacement
Letter of Credit at least 35 days prior to any Letter of Credit Termination
Date hereunder, all Bonds shall be subject to mandatory tender for purchase on
the Letter of Credit Termination Date in accordance with Section 4.01(c).

      At least 30 days prior to the Letter of Credit Termination Date the
Tender Agent or Trustee shall mail to the Owners a notice stating that on the
Letter of Credit Termination Date such Bonds will be subject to mandatory
tender. In addition, such notice shall state:

             (1)    the Letter of Credit Termination Date;

             (2)    that the Purchase Price of the Bonds will be 100% of the
      principal amount thereof;

             (3)    that the Bonds must be surrendered by 11:00 a.m.
      Minneapolis Time on the Letter of Credit Termination Date to collect the
      Purchase Price on such date;

             (4)    the address at which the Bonds must be surrendered; and

             (5)    that interest on the Bonds will cease to accrue to such
      Owner on the Letter of Credit Termination Date, and the Owner will be
      entitled only to the Purchase Price and interest accrued to the Letter of
      Credit Termination Date.

      Notwithstanding any of the foregoing to the contrary, no conversion of
the Bonds to the Fixed Rate Mode shall be effective without a Letter of Credit
securing payment of principal, interest and premium, if any, on the Bonds,
unless the Bonds are rated and the rating on the Bonds without a Letter of
Credit is an investment Grade Rating.


                                      20



<PAGE>   26


      Section 2.05. Execution of Bonds. The Bonds shall be signed in the name
of the Issuer by the manual or facsimile signatures of the Chairman or
Vice-Chairman of the Issuer and said signatures shall be authenticated by the
Authenticating Agent, and shall have the official seal of the Issuer or a
facsimile thereof imprinted thereon. In the event that any of the officers who
shall have signed any of the Bonds shall cease to be officers of the Issuer
before the Bonds shall have been authenticated or delivered by the Trustee, or
issued by the Issuer, such Bonds may, nevertheless, be authenticated, delivered
and issued, and upon such authentication, delivery and issue, shall be binding
upon the Issuer as though those officers who signed the same had continued to
be such officers of the Issuer; and, also, any Bond may be signed on behalf of
the Issuer by such person who, at the actual date of execution of such Bond,
shall be the proper officer of the Issuer, although at the date of such Bond
such person shall not have been such an officer of the Issuer. Upon the
execution and delivery of this Indenture, the Issuer shall execute and deliver
the Bonds to the Trustee for authentication.

      Section 2.06. Authentication of Bonds. No Bond shall be valid or
obligatory for any purpose or shall be entitled to any right or benefit
hereunder or under the Letter of Credit unless a Responsible Officer of the
Authenticating Agent shall manually endorse and execute on such Bond a
certificate of authentication substantially in the form of the certificate set
forth in Exhibit A hereto. Such certificate upon any Bond executed on behalf of
the Issuer shall be conclusive evidence that the Bond so authenticated has been
duly issued under this Indenture and that the Owner thereof is entitled to the
benefits of this Indenture and the Letter of Credit.

      No Bonds shall be authenticated by the Authenticating Agent except in
accordance with this Article.

      Section 2.07. Registration, Transfers and Exchange. As long as any of the
Bonds issued hereunder shall remain outstanding, the Issuer shall maintain and
keep the offices of the Registrar an office or agency for the payment of the
principal of and interest on such Bonds, as in this Indenture provided, and for
the registration and transfer of such Bonds, and shall also keep at said
offices of the Registrar books for such registration and transfer. The Issuer
does hereby appoint the Registrar, and its successor from time to time, as its
agent to maintain said office and agency.

      Upon surrender for transfer of any fully registered Bond at the office of
the Registrar with a written instrument of transfer satisfactory to the
Registrar, duly executed by the Owner or his duly authorized attorney, and upon
payment of any tax, fee or other governmental charge required to be paid with
respect to such transfer, the Issuer shall execute and the Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more fully registered Bonds of the same series, of any
Authorized Denominations and of a like aggregate principal amount, interest
rate and maturity.

      All Bonds, upon surrender thereof at the office of the Registrar may, at
the option of the Owner thereof, be exchanged for an equal aggregate principal
amount of Bonds of the same series and maturity and interest rate of any
Authorized Denominations.


                                      21



<PAGE>   27


      In all cases in which the privilege of exchanging Bonds or transferring
fully registered Bonds is exercised, the Issuer shall execute and the Registrar
shall deliver Bonds in accordance with the provisions of this Indenture. For
every such exchange or transfer of Bonds, whether temporary or definitive, the
Issuer or the Registrar may make a charge sufficient to reimburse it for any
tax, fee or other governmental charge required to be paid with respect to such
exchange or transfer, which sum or sums shall be paid by the person requesting
such exchange or transfer as a condition precedent to the exercise of the
privilege of making such exchange or transfer. Notwithstanding any other
provision of this Indenture, the cost of preparing each new Bond upon each
exchange or transfer, and any other expenses of the Issuer or the Registrar
incurred in connection therewith (except applicable tax, fee or other
governmental charge) shall be paid by the Company. At any time the Bonds are in
the Fixed Rate Mode, the Issuer and the Registrar shall not be obligated to
make any such exchange or transfer of Bonds during the fifteen (15) days next
preceding the date of the first publication or the mailing (if there is no
publication) of notice of redemption in the case of a proposed redemption of
Bonds, nor shall the Issuer and Registrar be required to make any transfer or
exchange of any Bonds called for redemption.

      Section 2.08. Payment of Interest On Bonds, Interest Rights Preserved.
Interest on any Bond which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the person in whose name
that Bond (or one or more Predecessor Bonds) is registered at the close of
business on the Record Date for such interest.

      Any interest on any Bond which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered Owner on the
relevant Record Date solely by virtue of such Owner having been such Owner; and
such Defaulted Interest may be paid by the Issuer, at the election of the
Company in each case, as provided in Subsection A or B below:

             A.     The Issuer, at the election of the Company, may make
      payment of any Defaulted Interest on the Bonds to the persons in whose
      names such Bonds (or their respective Predecessor Bonds) are registered
      at the close of business on a Special Record Date for the payment of such
      Defaulted Interest, which shall be fixed in the following manner. The
      Company shall notify the Registrar in writing of the amount of Defaulted
      Interest proposed to be paid on each Bond and the date of the proposed
      payment (which date shall be such as will enable the Registrar to comply
      with the next sentence hereof), and at the same time the Company shall
      deposit with the Registrar an amount of money equal to the aggregate
      amount proposed to be paid in respect of such Defaulted Interest or shall
      make arrangements satisfactory to the Registrar for such deposit prior to
      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the persons entitled to such Defaulted Interest
      as in this Subsection provided and not to be deemed part of the Trust
      Estate. Thereupon the Registrar shall fix a Special Record Date for the
      payment of such Defaulted Interest which shall be not more than 15 nor
      less than 10 days prior to the date of the proposed payment and not less
      than 10 days after the receipt by the Registrar of the notice of the
      proposed payment. The Registrar shall promptly notify the Company of such
      Special Record Date and, in the name of the Issuer and at the expense of
      the Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record


                                      22


<PAGE>   28


      Date therefor to be mailed, first class postage prepaid, to each Owner of
      a Bond of such series at his address as it appears in the registration
      books not less than 10 days prior to such Special Record Date. The
      Registrar may, in its discretion in the name of the Issuer and at the
      expense of the Company, cause a similar notice to be published at least
      once in a Financial Newspaper, but such publication shall not be a
      condition precedent to the establishment of such Special Record Date.
      Notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor having been mailed as aforesaid, such Defaulted
      Interest shall be paid to the persons in whose names the Bonds of such
      series (or their respective Predecessor Bonds) are registered on such
      Special Record Date and shall not longer be payable pursuant to the
      following Subsection B.

             B.     The Issuer, at the election of the Company, may make
      payment of any Defaulted Interest on the Bonds in any other lawful
      manner, if, after notice given by the Company to the Registrar of the
      proposed payment pursuant to this Subsection, such manner of payment
      shall be deemed practicable by the Registrar.

      Subject to the foregoing provisions of this Section, each Bond delivered
under this Indenture upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Bond and each such Bond shall bear
interest from such date that neither gain nor loss in interest shall result
from such transfer, exchange or substitution.

      Section 2.09. Ownership of Bonds. The Issuer, the Company, the Trustee
and the Tender Agent and their respective successors, each in its discretion,
may deem and treat the person in whose name any Bond shall for the time being
be registered as the absolute owner thereof for all purposes, and neither the
Issuer, the Company, the Trustee nor the Tender Agent nor their respective
successors shall be affected by any notice to the contrary. Payment of or on
account of the principal of and interest on any such Bond shall be made only to
or upon the order of the Owner thereof, but such registration may be changed as
above provided. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so
paid.

      Section 2.10. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds.
In case any outstanding Bond shall become mutilated or be destroyed, stolen or
lost, the Authenticating Agent shall authenticate and deliver a new Bond of
like series, tenor, number and amount as the Bond so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated Bond, upon the
Owner's surrender of such mutilated Bond, or in lieu of and substitution for
the Bond destroyed, stolen or lost, upon filing with the Trustee evidence
satisfactory to the Issuer and the Trustee that such Bond has been destroyed,
stolen or lost and proof of ownership thereof, and upon furnishing the Issuer
and the Trustee with indemnity satisfactory to them and complying with such
other reasonable regulations as the Trustee may prescribe and paying such
reasonable expenses as the Issuer and the Trustee may incur in connection
therewith. In the event any such Bond shall have matured, instead of issuing a
new Bond, the Issuer may pay the same without surrender thereof.



                                      23


<PAGE>   29


      Section 2.11. Conditions for Authentication of Bonds. The Trustee shall
not authenticate and deliver the Bonds to be delivered pursuant to this
Indenture unless theretofore or simultaneously therewith there shall have been
delivered to the Trustee the following:

      (a)    A certified copy of the Bond Resolution authorizing the issuance
of the Bonds;

      (b)    Executed counterparts of this Indenture, the Agreement, the
Remarketing Agreement and the Bond Purchase Agreement;

      (c)    The original of the Initial Letter of Credit;

      (d)    The manually signed approving opinion of Hunton & Williams,
Raleigh, North Carolina, as bond counsel, concerning the validity, legality and
tax exemption of the Bonds; and

      (e)    Such further certifications, documents and Opinions of Counsel as
the Trustee, the Bank, the Issuer or bond counsel may require.

      Section 2.12. Book-entry Provisions. The Bonds shall originally be issued
solely in book-entry form to a Depository to be held in a book-entry system in
which event: (i) the Bonds shall be registered in the name of the Depository or
its nominee, as Owner, and immobilized in the custody of the Depositor; (ii)
there shall, unless otherwise requested by the Depository, be a single Bond
certificate representing the aggregate principal amount of the Bonds; and (iii)
the Bonds shall not be transferable or exchangeable, except for transfer to
another Depository or another nominee of a Depository without further action by
the Issuer as set forth in the third succeeding paragraph of this Section.

      While the Bonds are held in book-entry form, (i) the principal and
Purchase Price of and any premium on any Bond shall be payable when due in next
day or federal funds by check or wire transfer delivered or transmitted to the
Depository or its authorized representative, and (ii) interest on any Bond
shall be paid on each Interest Payment Date in next day or federal funds by
check or wire transfer delivered or transmitted to the Depository or its
authorized representative. Upon a partial payment of a Bond which results in
the stated amount thereof being reduced, the Owner may, in its discretion, make
notation on a register of partial payments maintained by the Owner with respect
to the Bond of such payment, stating the amount so paid, but such notation, if
made by the Owner, shall be for reference only and may not be relied upon by
any person as being in any way determinative of the principal amount of the
Bond Outstanding.

      Anything herein to the contrary notwithstanding, in the case of any Bonds
registered in the name of the Depository or its nominee, the Trustee, the
Tender Agent and the Remarketing Agent shall comply with the applicable
operational arrangements of the Depository. Specifically, the Trustee shall
make payments on the Bonds and will provide notices of redemption to the
Depository in the manner and at the times set forth in such operational
arrangements and shall regard the Depository as the Owner of such Bonds for all
purposes hereunder, except for the purposes of giving any consent requested of
Owners of Bonds pursuant to this Indenture and receiving or giving any notices
related to the tender rights of the Owners of the Bonds, the giving and
receiving of which




                                      24

<PAGE>   30


consents and notices related to tender rights shall be governed by the last
paragraph of this Section 2.12.

      If any Depository determines not to continue to act as a Depository for
the Bonds held in a book-entry system, the Issuer may attempt to have
established a securities depository/book-entry system relationship with another
Depository under this Indenture. If the Issuer does not or is unable to do so,
the Issuer and the Trustee, after the Trustee has made provision for
notification of the owners of book-entry interests by appropriate notice to the
then Depository, shall permit withdrawal of the Bonds from the Depository and
shall authenticate and deliver Bond certificates in fully registered form to
the assignees of the Depository or its nominee. If the event is not the result
of Issuer action or inaction, such withdrawal, authentication and delivery
shall be at the cost and expense (including costs of printing or otherwise
preparing, and delivering, such replacement Bonds), of those persons requesting
that authentication and delivery. Such replacement Bonds shall be in Authorized
Denominations.

      While the Bonds are registered in the name of a Depository or the nominee
of a Depository, the Depository will mail an omnibus proxy to the Trustee.
Pursuant to the omnibus proxy, the Depository will assign the rights of the
Depository to consent to matters relating to the Bonds, and to receive or give
notices related to the tender rights with respect to the Bonds, to those
Participants having the Bonds credited to their accounts as of the record date
for mailing of requests for consents or receiving or giving notices related to
the tender rights. The Participants shall be identified in a list attached to
the omnibus proxy. The Trustee shall then treat the Participants as the Owners
of the Bonds for purposes of obtaining such consents and receiving or giving
notices related to the tender rights.


                                      25


<PAGE>   31


                                  ARTICLE III

                              REDEMPTION OF BONDS

      Section 3.01. Optional Redemption.

      (a)    All Bonds in the Variable Rate Mode may be redeemed, in whole or
in part, on any Interest Payment Date, in each case by the Issuer at the option
of the Company but only with prior written consent of Bank and at a redemption
price equal to 100% of the principal amount of the Bonds being redeemed plus
accrued interest, if any, to the Redemption Date. In order to exercise its
option to so redeem Bonds in the Variable Rate Mode, the Company shall deliver
to the Trustee by facsimile transmission notice of its election to so redeem,
accompanied by the written consent of the Bank to such redemption, at least
thirty-five (35) days prior to the proposed Redemption Date.

      (b)    All Bonds in the Fixed Rate Mode may be redeemed in whole or in
part, on any date for which proper notice of redemption can be given, in each
case by the Issuer at the option of the Company but only with prior written
consent of Bank. The redemption price for any such redemption shall be the
respective percentage of the principal amount of the Bonds or portions thereof
so redeemed for the applicable Redemption Dates set forth in the applicable
tables below, plus accrued interest to the Redemption Date.

             (i)    If the next Fixed Rate Mandatory Tender Date, or, if none,
      the final maturity of the Bonds is three (3) years or less from the
      immediately preceding Mandatory Tender Date, the Bonds are subject to
      redemption on and after any date during the period commencing on the date
      which is one-half of the total number of days from the immediately
      preceding Mandatory Tender Date to the next Fixed Rate Mandatory Tender
      Date, at a redemption price equal to 100% of the principal amount of the
      Bonds to be redeemed.

             (ii)   If the next Fixed Rate Mandatory Tender Date, or, if none,
      the final maturity of the Bonds is more than three (3) years but less
      than ten (10) years from the immediately preceding Mandatory Tender Date,
      the Bonds are subject to redemption after the third year of such period
      as follows:

<TABLE>
<CAPTION>
             Redemption Dates                                       Redemption
                                                                      Prices
             -------------------------------------------------------------------
            <S>                                                        <C>
             During the fourth year of such period                     102%

             During the fifth year of such period                      101%

             During the sixth year of such period and                  100%
             thereafter
</TABLE>


             (iii)  If the next Fixed Rate Mandatory Tender Date, or, if none,
      the final maturity of the Bonds is ten (10) years or more from the
      immediately preceding Mandatory Tender Date, Bonds are subject to
      redemption after the sixth year of such period as follows:


                                      26


<PAGE>   32


<TABLE>
<CAPTION>
             Redemption Dates                                           Redemption
                                                                          Prices
             ----------------------------------------------------------------------
           <S>                                                        <C>
             During the seventh year of such period                        103%

             During the eighth year of such period                         102%

             During the ninth year of such period                          101%

             During the tenth year of such period and                      100%
             thereafter
</TABLE>


      In order to exercise its option to so redeem Bonds in the Fixed Rate
Mode, the Company shall deliver to the Trustee notice of its election to so
redeem at least thirty-five (35) days prior to the proposed Redemption Date,
accompanied by the written consent of the Bank to such redemption.

      Section 3.02. Mandatory Redemption.

      (a)    Determination of Taxability. Upon a Determination of Taxability,
all Bonds shall be redeemed on the Interest Payment Date 60 days following such
Determination of Taxability at a redemption price equal to 103% of the
principal amount of the Bonds being redeemed plus accrued interest, if any, to
the Redemption Date.

      (b)    Cessation of Operation. Upon a Cessation of Operation, all Bonds
shall be redeemed on the Interest Payment Date 60 days following such Cessation
of Operation at a redemption price equal to 100% of the principal amount of the
Bonds being redeemed plus accrued interest, if any, to the Redemption Date.

      (c)    Downgrade of Rating. During any period in which a Letter of Credit
is not in effect, if the rating on the Bonds shall be downgraded below an
Investment Grade Rating, all Bonds shall be redeemed on the Interest Payment
Date 60 days following such downgrade at a redemption price equal to 100% of
the principal amount of the Bonds being redeemed plus accrued interest, if any,
to the Redemption Date.

      (d)    Sinking Fund Redemption. The Bonds are not subject to sinking fund
redemption.

      Section 3.03. Extraordinary Redemption. The Bonds are subject to
redemption, in whole or in part, at any time, by the Trustee at the direction
of the Bank, or in the event the Bonds are not secured by a Letter of Credit,
at the direction of the Company, from insurance proceeds or condemnation awards
upon the damage or destruction or condemnation of the Project, if such amounts
are not applied to the reconstruction of the Project. In the event of a partial
redemption of the Bonds pursuant to this Section 3.03, the Bank, or in the
event the Bonds are not secured by the Letter of Credit, the Company, shall
direct which Bonds are to be redeemed.

      Section 3.04. Method of Selecting Bonds. In the event that less than all
of the Outstanding Bonds are to be redeemed, the Trustee shall select the
particular Bonds to be redeemed in any


                                      27
<PAGE>   33

manner it deems fair; provided however, that upon a partial redemption of the
Bonds pursuant to Section 3.03, the particular Bonds to be redeemed shall be
selected as set forth in such Section 3.03.

      In case a Bond is of a denomination larger than the minimum denomination
then permitted, a portion of such Bond may be redeemed provided that the amount
redeemed and the amount remaining shall be an Authorized Denomination. If Bonds
are in the Variable Rate Mode, the Trustee may appoint the Tender Agent as
agent of the Trustee for the purpose of selecting such Bonds for redemption.

      Section 3.05. Notice of Redemption.

      (a)    Except as hereinafter provided, a copy of the notice of the call
for any such redemption identifying the Bonds to be redeemed shall be given by
the Trustee with respect to Bonds in the Fixed Rate Mode or by the Tender Agent
with respect to Bonds in the Variable Rate Mode, in each case by first class
mail, postage prepaid, to the registered owners of Bonds to be redeemed at
their addresses as shown on the Register and to the LGC, not less than 30 days
prior to the Redemption Date.

      (b)    Failure to give notice in the manner prescribed hereunder with
respect to any Bond, or any defect in such notice, shall not affect the
validity of the proceedings for redemption for any Bond with respect to which
notice was properly given.

      (c)    Each notice of redemption shall specify the date fixed for
redemption, the principal amount of Bonds or portions thereof to be redeemed,
the redemption price, the place or places of payment, that payment of the
principal amount and premium, if any, will be made upon presentation and
surrender to the Trustee or Tender Agent, as appropriate of the Bonds to be
redeemed, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest on Bonds
which have been redeemed will cease to accrue. If less than all the Outstanding
Bonds are to be redeemed, the notice of redemption shall specify the numbers of
the Bonds or portions thereof to be redeemed.

      (d)    If any Bond is transferred or exchanged on the Register by the
Registrar after notice has been given calling such Bond for redemption, the
Trustee or the Registrar will attach a copy of such notice to the Bond issued
in connection with such transfer.

      Section 3.06. Bonds Due and Payable on Redemption Date; Interest Ceases
To Accrue. On the Redemption Date specified in the notice of redemption, funds
sufficient to redeem the Bonds called for redemption at the appropriate
redemption price shall be on deposit with the Trustee. On the Redemption Date
the principal amount of each Bond to be redeemed, together with the accrued
interest thereon to such date, shall become due and payable; and, from and
after such date, the deposit having been made in accordance with the provisions
of this Article III, then, notwithstanding that any Bonds called for redemption
shall not have been surrendered, no further interest shall accrue on any of
such Bonds. From and after such date of redemption (such deposit having been
made) the Bonds to be redeemed shall not be deemed to be Outstanding hereunder
nor will such Bonds be




                                      28

<PAGE>   34



entitled to the benefits of the Letter of Credit, and neither the Issuer shall
nor the Company be under any further liability in respect thereof.

      Section 3.07. Cancellation. All Bonds which have been redeemed, and all
Bonds delivered by the Issuer for cancellation shall be canceled and destroyed
by the Registrar and a certificate of destruction shall be delivered to the
Issuer.

      Section 3.08. Partial Redemption of Bonds. Upon surrender of any Bond for
redemption in part only, the Issuer shall execute and the Authenticating Agent
shall authenticate and deliver to the Owner thereof, the cost of which shall be
paid by the Company, a new Bond or Bonds of an Authorized Denomination of the
same mode in an aggregate principal amount equal to the portion of the Bond not
redeemed.




                                      29


<PAGE>   35


                                  ARTICLE IV

                              TENDER AND PURCHASE

      Section 4.01. Mandatory Tender of Bonds. The Bonds are subject to
mandatory tender and shall be purchased by the Trustee or the Tender Agent from
the sources and as provided in Section 4.04 of this Indenture on any Mandatory
Tender Date as follows:

      (a)    All Bonds are subject to mandatory tender and purchase on the
effective date of a change in the Interest Rate Determination Method. Notice of
such mandatory tender and purchase shall be given as provided in Section
2.04(a) hereof.

      (b)    All Bonds are subject to mandatory tender and purchase on the
Proposed Conversion Date. Notice of such mandatory tender and purchase shall be
given as provided in Section 2.04(b) hereof.

      (c)    All Bonds are subject to mandatory tender and purchase on the
Letter of Credit Termination Date. Notice of such mandatory tender and purchase
shall be given as provided in Section 2.04(c) hereof.

      (d)    All Bonds which are in the Fixed Rate Mode are subject to
mandatory tender and purchase on any Fixed Rate Mandatory Tender Date. Notice
of such mandatory tender and purchase shall be given as provided in Section
2.03 of this Indenture.

The Bonds are also subject to mandatory tender and may be called for purchase
by the Bank as provided in Section 7.02 hereof.

      Section 4.02. [Intentionally Omitted].

      Section 4.03. Trustee as Tender Agent. Whenever in this Indenture,
certain rights or duties are conferred upon the Tender Agent, and no Tender
Agent is appointed, such rights and duties shall be performed by the Trustee.

      Section 4.04. Tender and Purchase of Bonds.

      (a)    Bonds for which a Tender Notice has been received and Bonds which
are subject to mandatory tender shall be purchased from the Owners thereof on
the Optional Tender Date or Mandatory Tender Date, as the case may be, at the
Purchase Price which shall be payable solely from the following sources and in
the order of priority listed:

      (1)    proceeds of the remarketing or purchase of Bonds pursuant to the
      Remarketing Agreement, which proceeds shall in no event include amounts
      provided by the Company, any guarantor of the Company, the Issuer or any
      Affiliate of any of the foregoing; and

      (2)    amounts drawn under the Letter of Credit in accordance with
      Section 13.02(a)(iii).

                                      30

<PAGE>   36


      (b)    At or prior to 12:00 Noon, Minneapolis time, one Business Day
prior to each Optional Tender Date and each Mandatory Tender Date, the
Remarketing Agent will give Immediate Notice to the Trustee and Tender Agent
specifying the principal amount of Bonds, if any, which have been remarketed,
the principal amount of Bonds which have not been remarketed, the amount of
remarketing proceeds on hand and specifying, for any Optional Tender Date that
is not an Interest Payment Date, the amount of interest accrued to the Optional
Tender Date with respect to Bonds, if any, which have been remarketed, and
Bonds which have not been remarketed. If all or a portion of the Bonds subject
to purchase have not been remarketed, the Tender Agent shall give Immediate
Notice thereof to the Bank, the Letter of Credit Custodian and the Company. The
Letter of Credit Custodian shall, in accordance with Section 13.02 hereof, on
the Business Day prior to such Optional Tender Date or Mandatory Tender Date,
draw funds under the Letter of Credit in accordance with the terms of the
Letter of Credit in an amount equal to the Purchase Price of the Bonds subject
to purchase less proceeds of remarketing actually on deposit with the
Remarketing Agent, as specified by the Remarketing Agent in its notice
delivered in accordance with this subsection, and transfer such funds to the
Tender Agent for deposit in the Purchase Fund as provided in Section 13.02(c).

      (c)    The Remarketing Agent shall deliver to the Tender Agent, no later
than 9:30 a.m. Minneapolis time, on each such Optional Tender Date or Mandatory
Tender Date, in immediately available funds, an amount equal to the principal
amount of Bonds set forth in the Remarketing Agent's notice as having been
remarketed plus accrued interest thereon to, but not including, such date, if
any.

      (d)    If on the Business Day prior to any Optional Tender Date or
Mandatory Tender Date, the Letter of Credit Custodian is required to draw funds
under the Letter of Credit in order to provide for all or a portion of the
Purchase Price, unless the Letter of Credit Custodian rescinds the drawing as
set forth in Section 13.02(d), the Registrar shall on the Optional Tender Date
or Mandatory Tender Date register in the name of the Bank or its nominee the
Bonds that were not remarketed; provided, however, that no Bank Bond shall be
released until the Bank delivers to the Registrar written notice that a
corresponding amount of the Letter of Credit has been reinstated. Subject to
the provisions of Section 13.05 hereof, the Registrar shall hold such Bank
Bonds as agent for the Bank, unless the Bank shall provide alternate delivery
instructions. Upon any reimbursement by the Company to the Bank for amounts
which were drawn under the Letter of Credit to pay any portion of the Purchase
Price, Bank Bonds in an amount corresponding to the amount of the reimbursement
from the Company to the Bank shall be delivered to the Company.

      (e)    The Tender Agent shall pay the Purchase Price for each Bond at or
prior to 2:00 p.m. Minneapolis time, on the Optional Tender Date or Mandatory
Tender Date only after receipt of such Bond prior to 11:00 a.m., Minneapolis
time, on such date properly endorsed either in blank or to the Tender Agent.
Payment of the Purchase Price of any Bond tendered for purchase shall be made
in immediately available funds in such manner as such Owner and the Tender
Agent shall agree.

      (f)    Notwithstanding anything to the contrary contained herein, (i) on
any Optional Tender Date all Bonds for which a Tender Notice has been received,
and (ii) on a Mandatory Tender Date, all Bonds shall be deemed to have been
tendered for purchase, regardless of whether such


                                      31
<PAGE>   37


Bond shall physically have been so tendered, and regardless of what appears on
the records of the Depository.

      Section 4.05. Purchase Fund. The Purchase Fund shall be held by the
Tender Agent, and upon receipt of the proceeds of a remarketing of Bonds, the
Tender Agent shall deposit such money in the Remarketing Proceeds Account of
the Purchase Fund for application to the Purchase Price of the Bonds. Upon
receipt of monies from the Bank by the Trustee upon a draw by the Letter of
Credit Custodian on the Letter of Credit to be used to purchase Bonds, and
transfer of such funds to the Tender Agent, the Tender Agent shall deposit such
money in the Letter of Credit Account of the Purchase Fund for application to
the Purchase Price of the Bonds. To the extent funds remain in the Purchase
Fund after the Tender Agent has paid (or has reserved sufficient amounts for
payment to) the respective Owners the Purchase Price for all Bonds then subject
to purchase, the Tender Agent shall immediately pay such proceeds to the Bank
to the extent of any amount owing to the Bank.

      On any Optional Tender Date or Mandatory Tender Date, the Tender Agent
shall transfer on the Register ownership of all of the Bonds tendered or
required to be tendered to the name of the purchaser thereof, including without
limitation, registration of Bank Bonds in the name of the Bank or its nominee.
From and after such dates, interest on such Bonds shall be payable solely to
such purchaser. Its transferees or the successors thereto.

      Amounts held by the Tender Agent to pay the Purchase Price of the Bonds
shall be held uninvested or shall be invested in Government Obligations and
which in either case may be liquidated at the original principal amount thereof
on no more than one Business Day's prior notice. Amounts held to pay the
Purchase Price for more than five (5) years shall be applied as provided under
Section 10.03 hereof

      Section 4.06. No Remarketing Under Certain Conditions. Notwithstanding
anything to the contrary herein provided, the Bonds shall not be remarketed
unless (i) a Letter of Credit providing for the payment of the principal of and
interest on, and purchase price of, the Bonds will be in effect following the
remarketing of such Bonds, or (ii) no such Letter of Credit will be in effect,
but at the time of such remarketing, the Bonds are rated, such rating is
satisfactory to the Remarketing Agent in its sole discretion, and such rating
is an Investment Grade Rating.


                                      32


<PAGE>   38


                                   ARTICLE V

                       GENERAL COVENANTS AND PROVISIONS

      Section 5.01. Payment of Bonds. The Issuer shall promptly pay when due
the principal of (whether at maturity, by acceleration or redemption or
otherwise), premium, if any, and interest on the Bonds at the places, on the
dates and in the manner provided herein and in the Bonds according to the true
intent and meaning thereof; provided, however, that such obligations are not
general obligations of the Issuer but are limited obligations payable solely
from the revenues and receipts derived pursuant to the Agreement, which
revenues and receipts are hereby specifically pledged to such purposes in the
manner and to the extent provided herein. The Bonds, the premium, if any, and
the interest thereon shall not be deemed to constitute a pledge of the full
faith and credit of the State of North Carolina or any political subdivision
thereof, including the Issuer. Neither the State of North Carolina nor any
political subdivision thereof, including the Issuer shall be obligated to pay
the principal of, premium, if any, or interest on the Bonds and or other costs
incident thereto except from the revenues and receipts pledged therefor, and
neither the full faith and credit nor the taxing power of the State of North
Carolina or any political subdivision thereof, including the Issuer, is pledged
to the payment of the principal of, premium, if any, or interest on the Bonds
or other costs incident thereto.

THE BONDS AND THE INTEREST THEREON AND REDEMPTION PREMIUM, IF ANY, SHALL NOT BE
DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF
NORTH CAROLINA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT
LIMITATION, THE ISSUER AND GUILFORD COUNTY, NORTH CAROLINA. NEITHER THE STATE
OF NORTH CAROLINA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT
LIMITATION, THE ISSUER AND GUILFORD COUNTY, NORTH CAROLINA, SHALL BE OBLIGATED
TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER
COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES ASSIGNED AND PLEDGED THEREFOR,
AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NORTH
CAROLINA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT LIMITATION,
THE ISSUER AND GUILFORD COUNTY, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF
OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO,
THE ISSUER HAS NO TAXING POWER.

      Section 5.02. Performance of Issuer's Covenants. The Issuer shall
faithfully observe and perform all covenants, conditions and agreements on its
part contained in this Indenture, in every Bond executed, authenticated and
delivered hereunder and in all proceedings of its governing body pertaining
thereto; provided, however, that the liability of the Issuer under any such
covenant, condition or agreement for any breach or default by the Issuer
thereof or thereunder shall be limited solely to the revenues and receipts
derived from the Agreement. In entering into this Indenture, the Issuer has not
obligated itself except with respect to the application of the revenues derived
from the Agreement, the net proceeds of insurance or condemnation awards, the
proceeds from the issuance and sale of the Bonds, or from the disposition of
the property subject to the lien of any collateral

                                      33


<PAGE>   39




document existing hereby upon default by the Company under the Agreement. It is
specifically recognized that the obligations of the Issuer under this
Indenture, to the extent involving any monetary cost, are to be performed only
out of the above described revenues. Certain of the covenants of the Issuer
hereunder will be assumed by the Company in the Agreement, and, while the
Agreement remains in full force and effect, the obligations shall be the
responsibility of the Company. However, such covenants are enforceable only to
the extent of the revenues derived from the property subject to the lien of any
collateral document or from the monies in the funds and accounts held by the
Trustee pursuant to this Indenture. The rights and duties given under this
Indenture to the Company shall be applicable only while the Agreement is in
full force and effect. The Issuer represents that it is undertaking, pursuant
to the Act, to issue, sell and deliver the Bonds authorized hereby and to
execute this Indenture, to execute and assign the Agreement, to pledge the
revenues and receipts thereunder in the manner and to the extent herein set
forth; that all action on its part for the issuance, sale and delivery of the
Bonds, the execution and delivery of this Indenture, and the execution and
assignment of the Agreement has been duly and effectively taken; and that the
Bonds, in the hands of the Owners thereof, are and will be valid and
enforceable obligations of the Issuer according to the import thereof.

      Section 5.03. Rights under Agreement and Letter of Credit. The Trustee in
its own name or in the name of the Issuer may enforce all rights of the Issuer
and all obligations of the Company under and pursuant to the Agreement, and the
Letter of Credit Custodian may enforce all rights and obligations of the
Company and the Bank under the Letter of Credit, in each case for and on behalf
of the Owners, whether or not the Issuer is in default hereunder.

      Section 5.04. Reports of Trustee. The Trustee shall make periodic reports
to the Issuer and the Company of all monies received and expended by it. The
Trustee shall furnish to the Issuer, upon request of the Issuer, (a) a
statement of the amount of principal of Bonds outstanding and unpaid and (b)
such information as may be necessary to complete any audit of the Issuer.




                                      34

<PAGE>   40


                                  ARTICLE VI

                              REVENUES AND FUNDS

      Section 6.01. Bond Fund. The Issuer hereby establishes and shall
maintain, so long as any of the Bonds are outstanding, with the Trustee a trust
fund to be designated the Bond Fund into which the Issuer and Trustee shall
deposit all payments made by the Issuer pursuant to Section 5.01 hereof for
payment of the principal of, premium, if any, and interest on the Bonds,
accrued interest, if any, received upon issuance of the Bonds, amounts
transferred to the Trustee by the Bank and derived from draws under the Letter
of Credit in accordance with Section 13.02(a)(i), (ii), (iv) or (v), and all
other monies required to be deposited in the Bond Fund pursuant to any
provision of this Indenture. The Trustee shall establish separate accounts
within the Bond Fund designated the Letter of Credit Account and the General
Account. Proceeds of a draw on the Letter of Credit shall be deposited in the
Letter of Credit Account and applied to the payment of principal or Purchase
Price of, premium (if any if provided for under the Letter of Credit) on, and
interest on the Bonds then due or to become due on the next Interest Payment
Date or which have been called for prior redemption, as and when such principal
or Purchase Price, premium and interest shall become due and payable.

      All other monies directed to be deposited in the Bond Fund shall be
deposited in the General Account and, subject to Sections 7.03 and 8.11,
applied as follows:

      FIRST:        To reimburse the Bank for draws under the Letter of Credit.

      SECOND:       For the payment of principal of, premium, (if any) on, and
      interest on the Bonds then due or to become due on the next Interest
      Payment Date or which have been called for prior redemption, as and when
      such principal, premium, and interest shall become due and payable; and

      THIRD:        To be used to pay the reasonable fees and expenses of the
      Trustee in connection with this Indenture.

      While the Bonds are in the Variable Rate Mode, the Trustee shall transmit
to the Tender Agent from time to time the amounts on deposit in the Bond Fund
which the Tender Agent determines to be required to pay the principal of and
interest on such Bonds when due.

      Section 6.02. Project Fund; Disposition of Proceeds of Bonds. The Issuer
hereby establishes and orders created by the Trustee a trust fund designated
the Project Fund. Upon issuance and sale of the Bonds to the Underwriter for a
purchase price equal to $5,841,000, the proceeds of the Bonds shall be
deposited in the Project Fund. The Trustee shall disburse on the date of
issuance of the Bonds $0 for the purpose of financing Project Costs. The
Trustee shall disburse remaining amounts in the Project Fund to pay for Project
Costs upon receipt of a requisition pursuant to the terms of the Agreement.
Bond proceeds shall be deemed to be disbursed from the Project Fund prior to
other monies deposited therein. After the Project has been completed as
certified to the Trustee in accordance with the Agreement, amounts remaining in
the Project Fund shall be applied as provided in the Agreement.




                                      35


<PAGE>   41


      Section 6.03. Rebate. The Company shall provide for the rebate of
arbitrage earnings in accordance with Section 148(f) of the Code, as provided
in Section 2.3 of the Agreement. The Trustee shall, 60 days prior to September
1, 2004 and each September 1 that is five years thereafter, notify the Company
of its obligations under Section 2.3 of the Agreement.

      Section 6.04. Investment of Funds. Any monies held as a part of the Bond
Fund and Project Fund shall be invested or reinvested by the Trustee upon the
written request and direction of the Authorized Representative of the Company,
to the extent then permitted by law, in the following investments ("Qualified
Investments"):

      (a)    Direct obligations of the United States of America (including
obligations issued or held in book-entry form on the books of the Department of
the Treasury of the United States of America) or debentures the principal of
and interest which are fully guaranteed by the United States of America; (b)
Bonds, debentures, notes or other evidences of indebtedness issued or
guaranteed by any of the following federal agencies or certificates of
beneficial ownership or participation in obligations or other securities
thereof as indicated: United States Export Import Bank (direct obligations or
fully guaranteed certificates of beneficial ownership), Farmers Home
Administration (certificates of beneficial ownership), Federal Financing Bank,
Federal Housing Administration (debentures), General Services Administration
(participation certificates), Government National Mortgage Association (GNMA
guaranteed mortgage backed bonds and pass-through obligations), United States
Maritime Administration (guaranteed Title XI financing), Public Housing
Authorities (United States guaranteed notes and bonds), and Federal Farm Credit
Bank; (c) mutual funds and/or unit trusts which invest solely in obligations
described in (a) and (b) including funds managed by the Trustee, (d) direct and
general obligations of any state of the United States of America or any
municipality or political subdivision of such state, or obligations of any
corporation, if such obligations are rated in one of the two highest rating
categories by S&P or Moody's; and (e) if a Letter of Credit is in effect, any
other investment permitted by the Bank, and during any other period, any other
investment permitted by the Remarketing Agent.

      The Trustee shall make all investments in accordance with written
instructions received from an Authorized Representative of the Company. In the
absence of any such written instructions, the funds in the Bond Fund and
Project Fund shall be invested in obligations described in clause (c) of the
paragraph above. Investments permitted hereunder may be purchased from or
through the Trustee or from or through any of its affiliates. Obligations so
purchased shall be deemed at all times to be a part of the fund from which the
money used to purchase such obligations was derived, and may from time to time
be sold or otherwise converted into cash. The Trustee shall redeem or sell any
obligations so purchased, whenever it shall be necessary to do so in order to
provide monies to meet any payment from the applicable fund. The Trustee shall
not be liable for any loss resulting from any such investment, nor from failure
to preserve rights against endorsers or other prior parties to instruments
evidencing any such investment.

      Notwithstanding the foregoing provisions of this Section 6.04, any monies
held by the Trustee which are the proceeds of a draw on the Letter of Credit
shall only be invested in Qualified Investments, which investments shall mature
on the earlier of (i) 30 days from the date of acquisition, or (ii) the date on
which the Trustee anticipates that cash will be required.


                                      36


<PAGE>   42


      Investment earnings on amounts held in the Bond Fund shall be retained
therein. Investment earnings on amounts held in the Project Fund shall be
transferred to the Bond Fund.



                                      37


<PAGE>   43


                                  ARTICLE VII

                    EVENTS OF DEFAULT; REMEDIES ON DEFAULT

      Section 7.01. Events of Default. Each of the following events is hereby
defined as, and is declared to be and to constitute, an "Event of Default":

      (a)    If default shall be made in the due and punctual payment of any
interest on any Bond hereby secured and Outstanding; or

      (b)    If default shall be made in the due and punctual payment of the
principal, or redemption premium, if any, of any Bond hereby secured and
Outstanding whether at the stated maturity thereof or at the date fixed for
redemption thereof, or upon the maturity thereof by declaration; or

      (c)    If default shall be made in the due and punctual payment of the
Purchase Price of any Bond on any Optional Tender Date or Mandatory Tender
Date; or

      (d)    If a breach, default or event of default (following expiration of
any applicable grace period) shall occur under the Agreement; provided however,
that the foregoing shall not constitute an Event of Default during the Letter
of Credit Period; or

      (e)    Receipt by the Trustee of notice from the Bank stating that an
"Event of Default" under the Reimbursement Agreement has occurred and directing
the Trustee either to accelerate payment on the Bonds or to call the Bonds for
mandatory purchase by the Bank; or

      (f)    A failure by the Issuer to observe and perform any covenant,
condition, agreement or provision (other than as specified in clauses (a)
through (d) of this Section 7.01) contained in the Bonds or this Indenture on
the part of the Issuer to be observed or performed, which failure shall
continue for a period of thirty (30) days after written notice, specifying such
failure and requesting that it be remedied, shall have been given to the Issuer
by the Trustee, and the Trustee shall give such notice at the written request
of the Owners of not less than a majority in principal amount of the Bonds then
Outstanding, unless the Trustee and the Owners of a principal amount of Bonds
not less than the principal amount of Bonds the Owners of which requested such
notice shall agree in writing to an extension of such period prior to its
expiration; provided however, that the events described in this clause (f)
shall not constitute an Event of Default during the Letter of Credit Period;
provided further, however, that the Trustee and the Owners of such principal
amount of Bonds shall be deemed to have agreed to an extension of such period
(but in no event shall such extension be greater than ninety (90) days) if
corrective action is initiated by the Issuer within such period and is being
diligently pursued; or

      (g)    If within ten (10) Business Days after a draw on the Letter of
Credit, the Trustee receives written notice from the Bank that the Bank will
not reinstate the interest portion of the Letter of Credit to the full amount.


                                      38


<PAGE>   44


      The Trustee shall provide written notice to the Issuer, the Bank, the
Company, the Letter of Credit Custodian, the LGC and the Remarketing Agent, as
appropriate, promptly upon receipt of actual notice of any of the events
described in this Section 7.01.

      Section 7.02. Enforcement of Covenants and Conditions. Upon the
occurrence and continuance of (i) any Event of Default described in clause (d)
or (f) of Section 7.01, the Trustee may, and at the written request of not less
than a majority in principal amount of the Bonds then Outstanding shall (but
only with the consent of the Bank during a Letter of Credit Period), or (ii)
any Event of Default described in Clause (a), (b), (c), (e) or (g) of Section
7.01, the Trustee shall, by Immediate Notice to the Issuer, the Letter of
Credit Custodian, the LGC, the Company, the Tender Agent and the Bank, declare
the Bonds to be immediately due and payable, whereupon they shall, without
further action, become and be immediately due and payable, anything in this
Indenture or in the Bonds to the contrary notwithstanding; provided however,
that upon the occurrence and continuance of any Event of Default described in
clause (e) or (g) of Section 7.01, the Bank may direct by written notice that
the Bonds be accelerated or may direct by written notice that the Bonds be
called for mandatory purchase by the Bank. Upon the occurrence of an Event of
Default as described in the preceding sentences of this paragraph, and in the
absence of any written direction or notice from the Bank, the Trustee shall
accelerate the Bonds as required by the terms of this Section 7.02. Upon any
declaration of acceleration hereunder, the Trustee shall immediately exercise
such rights as it may have under the Agreement to declare all payments
thereunder to be immediately due and payable and, if a Letter of Credit is in
effect, the Letter of Credit Custodian shall immediately draw upon the Letter
of Credit.

      Any Bonds which the Bank directs be called for purchase by the Bank, as
permitted by the preceding paragraph, shall become Bank Bonds, and shall be
registered in the name of the Bank in the same manner and subject to the same
terms and conditions as set forth in Section 4.04(d) hereof. Any Bonds which
the Bank directs be called for purchase shall be deemed to have been tendered
for purchase by the Owners thereof, regardless of whether such Bonds shall
physically have been so tendered, and regardless of what appears on the records
of the Depository.

      Notwithstanding anything to the contrary contained in the preceding
paragraphs, upon the occurrence and continuance of an Event of Default
described in clause (e) of Section 7.01, the Bank may deliver a written
direction to the Trustee to declare only a portion of the Bonds to be
immediately due and payable, or to require the mandatory purchase of only a
portion of the Bonds, whereupon only such Bonds so designated shall become
immediately due and payable or subject to mandatory purchase, as applicable,
and any remaining Bonds shall remain outstanding and secured by this Indenture;
provided however, that the Bank may deliver such written direction to the
Trustee only if such direction is accompanied by written notice that an amount
of the Letter of Credit, corresponding to the amount of the Bonds which will
remain outstanding and the interest related thereto, has been reinstated.

      In addition to acceleration, in the event the Bank is in default with
respect to its obligations under the Letter of Credit and there occurs and
continues any Event of Default, then and in every such case the Trustee or the
Letter of Credit Custodian, as applicable, may, and upon the written request of
the Owners of not less than a majority in principal amount of the Bonds then
Outstanding



                                      39

<PAGE>   45

and the receipt of indemnity to its satisfaction shall, in its own name and as
the Trustee of an express trust:

      (a)    by mandamus, or other suit, action or proceeding at law or in
equity, enforce all rights of the Owners, and require the Issuer, the Company,
and the Bank to carry out any agreements with or for the benefit of the Owners
and to perform its or their respective duties under the Act, the Letter of
Credit, the Agreement and this Indenture, as applicable;

      (b)    by action or suit in equity require the Company to account as if
it were the trustee of an express trust for the Owners; or

      (c)    by action or suit in equity enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners.

      Notwithstanding the foregoing provisions of this paragraph, the Trustee
shall not take any action which is inconsistent with the provisions of the
first paragraph of this Section 7.02.

      Section 7.03. Application of Monies. All monies received by the Trustee
pursuant to any right given or action taken under the provisions of this
Article VII of this Indenture, after payment (from sources other than proceeds
drawn under the Letter of Credit) of the cost and expenses of the proceedings
resulting in the collection of such monies and of the expenses, liabilities and
advances incurred or made by the Trustee, shall be deposited in the Bond Fund
and all monies in the Bond Fund maintained with the Trustee (other than monies
for the payment of Bonds which had matured or otherwise become payable prior to
such Event of Default or for the payment of interest due prior to such Event of
Default) shall be applied as follows:

             FIRST:     To the payment to the persons entitled thereto of all
      installments of interest then due on the Bonds, in the order of the
      maturity of the installments of such interest, and, if the amount
      available shall not be sufficient to pay in full any particular
      installment, then to the payment ratably, according to the amounts due on
      such installment, to the persons entitled thereto, without any
      discrimination or privilege,

             SECOND:    To the payment to the persons entitled thereto of the
      unpaid principal of any of the Bonds which shall have become due (other
      than Bonds called for redemption for the payment of which monies are held
      pursuant to the provisions of this Indenture), in the order of their due
      dates, and, if the amount available shall not be sufficient to pay in
      full Bonds due on any particular date, then to the payment ratably,
      according to the amount of principal due on such date, to the persons
      entitled thereto without any discrimination or privilege;

             THIRD:     To reimburse the Bank (to the extent not reimbursed by
      the Company or from security provided from the Company) for drawings
      under the Letter of Credit, and for all other amounts owing under the
      Reimbursement Agreement or any related notes, documents or instruments;
      and


                                      40

<PAGE>   46


             FOURTH:    To the Company (subject to Section 10.02 hereof) or any
      other person lawfully entitled thereto, or as directed by any court or
      tribunal having jurisdiction.

      Whenever monies are to be applied by the Trustee pursuant to the
provisions of this Section, such monies shall be applied by it at such times,
and from time to time, as this Indenture shall require.

      Section 7.04. Right of Trustee to Act Without Possession of Bonds. All
rights of action (including the right to file proof of claim) under this
Indenture or under any of the Bonds may be enforced by the Trustee without the
possession of any of the Bonds or the production thereof in any trial or other
proceeding relating thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its name as Trustee, without the necessity of
joining as plaintiffs or defendants any Owners of the Bonds hereby secured, and
any recovery of judgment shall be for the equal benefit of the Owners of the
outstanding Bonds.

      Section 7.05. Power of Majority of Owners of Bonds. Anything in this
Indenture to the contrary notwithstanding, the Owners of a majority in
aggregate principal amount of Bonds outstanding hereunder shall have the right,
at any time, by an instrument or instruments in writing executed and delivered
to the Trustee, to direct the method and place of conducting all proceedings to
be taken under this Indenture provided that such direction shall not be
otherwise than in accordance with the provisions of law and that the Trustee
shall be indemnified as provided in Section 8.06 hereof.

      Section 7.06. Limitation on Suits by Owners. No Owner of Bonds shall have
any right to institute any suit, action or proceeding in equity or at law for
the enforcement of this Indenture or for the execution of any trust hereof or
for any other remedy hereunder, unless a Default has occurred of which the
Trustee has been notified or of which it is deemed to have notice; nor unless
also such Default shall have become an Event of Default and the Owners of a
majority in aggregate principal amount of Bonds Outstanding hereunder shall
have made written request to the Trustee or the Letter of Credit Custodian and
shall have offered it reasonable opportunity either to proceed to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in
its own name; nor unless also they shall have offered to the Trustee or the
Letter of Credit Custodian indemnity as provided hereinafter; and such
notification, request and offer of indemnity are hereby declared in every such
case at the option of the Trustee or the Letter of Credit Custodian to be
conditions precedent to the execution of the powers and trusts of this
Indenture, and to any action or cause of action for enforcement or for any
other remedy hereunder; it being understood and intended that no one or more
Owners of the Bonds shall have any right in any manner whatsoever to affect,
disturb, or prejudice the lien of this Indenture by his or their action or to
enforce any right hereunder except in the manner herein provided, and that all
proceedings at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of the Owners of all Bonds
Outstanding hereunder. Nothing in this Indenture contained shall, however,
affect or impair the right of any Owner, which is absolute and unconditional,
to enforce and bring suit for the payment of the principal of and interest on
any Bond at and after the maturity thereof or the obligations of the Issuer to
pay the principal of, Purchase Price of, and interest on each of the


                                      41
<PAGE>   47

Bonds issued hereunder to the respective Owners thereof at the time and place
in said Bonds expressed, in accordance with the terms of the Bonds.

      Section 7.07. Waiver by Owners of Bonds. The Trustee, upon the written
request of the Owners of not less than a majority in principal amount of the
Bonds at the time Outstanding hereunder, shall waive any Default hereunder,
except a Default pursuant to Section 7.01(e) or (g) hereof, and except a
Default in the payment of the principal of the Bonds at the date of maturity
specified therein; provided, however, that a Default in the payment of interest
on the Bonds shall not be waived unless, prior to such waiver, all arrears of
interest, and all expenses of the Trustee shall have been paid or shall have
been provided for by deposit with the Trustee of a sum sufficient to pay the
same. In case of any such waiver, the Issuer, the Trustee and the Owners of the
Bonds shall be restored to their former positions and rights hereunder
respectively. No such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

      Section 7.08. Remedies Cumulative, Delay Not To Constitute Waive. No
right or remedy by the terms of this Indenture conferred upon or reserved to
the Trustee or the Letter of Credit Custodian (or to the Owners or Bank) is
intended to be exclusive of any other remedy, but each and every such remedy
shall be cumulative and shall be in addition to any other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.

      No delay or omission to exercise any right or power accruing upon any
Default or Event of Default shall impair any such right or power or shall be
construed to be a waiver of any such Default or Event of Default or
acquiescence therein, and every such right and power may be exercised from time
to time and as often as may be deemed expedient.

      No waiver of any Default or Event of Default hereunder, whether by the
Trustee or the Bank or by the Owners, shall extend to or shall affect any
subsequent Default or Event of Default or shall impair any rights or remedies
consequent thereon.

      Section 7.09. Restoration of Rights Upon Discontinuance of Proceedings.
In case the Trustee, the Letter of Credit Custodian or Owners shall have
instituted proceedings to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee or Owners, then and in every such
case the Issuer, the Trustee, the Letter of Credit Custodian and the Owners
shall be restored to their former positions and rights hereunder with respect
to the Trust Estate, and all rights, remedies and powers of the Trustee, the
Letter of Credit Custodian or Owners shall continue as if no such proceedings
had been taken.



                                      42



<PAGE>   48


                                 ARTICLE VIII

                     CONCERNING THE TRUSTEE; TENDER AGENT;
                 REMARKETING AGENT; LETTER OF CREDIT CUSTODIAN

      Section 8.01. Acceptance of Trust and Prudent Performance Thereof. The
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. The Trustee shall during the
existence of any Event of Default (which has not been cured) 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 or her own affairs.

      The Trustee shall not be required to take notice or be deemed to have
notice of any Default hereunder, except as provided in Section 7.01 hereof or
unless the Trustee shall be specifically notified in writing of such Default by
the Bank or by the Owners of at least a majority in aggregate principal amount
of Bonds Outstanding hereunder, and all notices or other instruments required
by this Indenture to be delivered to the Trustee must, in order to be
effective, be delivered at the office of the Trustee, and in the absence of
such notice so delivered, the Trustee may conclusively assume that there is no
Default, except as aforesaid.

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

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

      (b)    in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and to the
correctness of the opinions expressed therein, upon any, certificate or opinion
furnished to the Trustee conforming to the requirements of this Indenture; but
in the case of any such certificate or opinion which by any provision hereof is
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not it conforms to the
requirements of this Indenture;

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

      (d)    the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Owners of not less than a majority in aggregate principal amount of all the
Bonds at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture.






                                      43
<PAGE>   49


      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial
liability in the performance of any of its duties or in the exercise of any of
its rights or power, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

      Section 8.02.  Trustee May Rely Upon Certain  Documents and Opinions.
Except as otherwise provided in Section 8.01:

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

      (b)    any request, direction, election, order, certification or demand
of the Issuer or the Company shall be sufficiently evidenced by an instrument
signed by an Authorized Representative or an Authorized Representative of the
Company, as the case may be, (unless otherwise in this Indenture specifically
prescribed), and any resolution of the Issuer or the Company may be evidenced
to the Trustee by a Certified Resolution or a resolution of the board of
directors of the Company, certified by the secretary of the Company, as the
case may be;

      (c)    the Trustee may consult with counsel (who may be counsel for the
Company) and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel; and

      (d)    whenever, in the administration of the trusts of this Indenture,
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by a Certificate of the
Company and such Certificate of the Company shall, in the absence of negligence
or bad faith on the part of the Trustee, be full warrant to the Trustee for any
action taken or suffered by it under the provisions of this Indenture upon the
faith thereof.

      Section 8.03. Trustee Not Responsible for Indenture Statements, Validity.
The Trustee shall not be responsible for any recital or statement herein, or in
the Bonds (except in respect of the certificate of the Trustee endorsed on such
Bonds), or for the validity of the execution by the Issuer of this Indenture or
the validity or execution of the Letter of Credit or the Bond Resolution or of
any supplemental instrument, or for the sufficiency of the security of the
Bonds issued hereunder or intended to be secured hereby, or for the value or
title of any of the Trust Estate, or otherwise as to the maintenance of the
security hereof; and the Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenant, condition or agreement on the
part of the Issuer except as herein set forth; but the Trustee may require of
the Issuer and the Company full information and advice as to the performance of
the covenants, conditions and agreements aforesaid


                                      44

<PAGE>   50



and of the condition of the physical property included in the Trust Estate. The
Trustee shall not be accountable for the use of any Bonds authenticated or
delivered hereunder.

      Section 8.04. Limits on Duties and Liabilities of Trustee. The permissive
right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty of the Trustee and the Trustee shall be answerable only for
its own negligence or willful default. The Trustee shall not be required to
give any bond or surety in respect of the execution of the said trusts and
powers or otherwise in respect of the premises.

      Section 8.05. Money Held in Trust. Money held by the Trustee hereunder is
held in trust but need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

      Section 8.06. Obligation of Trustee and Letter of Credit Custodian.
Neither the Trustee nor the Letter of Credit Custodian shall be under any
obligation to institute any suit, or to take any proceeding under this
Indenture, or to enter any appearance or in any way defend in any suit in which
it may be defendant, or to take any steps in the execution of the trusts hereby
created or in the enforcement of any rights and powers hereunder, until it
shall have reasonable grounds for believing that repayment of all costs and
expenses, outlays and counsel fees and other reasonable disbursements in
connection therewith and adequate indemnity against all risk and liability is
reasonably assured to it; the Trustee or the Letter of Credit Custodian may,
nevertheless, begin suit, or appear in and defend suit, or do anything else in
its judgment proper to be done by it as such Trustee or Letter of Credit
Custodian, without assurance of reimbursement or indemnity, and in such case
the Trustee or the Letter of Credit Custodian, as applicable, shall be
reimbursed for all costs and expenses, outlays and counsel fees and other
reasonable disbursements properly incurred in connection therewith. If the
Company shall fail to make such reimbursement, the Trustee or the Letter of
Credit Custodian may reimburse itself from any monies in its possession under
the provisions of this Indenture (except for monies derived from a draw under
the Letter of Credit) and shall be entitled to a preference therefor over any
of the Bonds Outstanding hereunder.

      Section 8.07. Notice to Owners. The Trustee shall give to the Owners of
the Bonds written notice of all Defaults known to the Trustee by virtue of
actual knowledge of a Responsible Officer, within sixty (60) days after the
occurrence of an Event of Default, unless such Default shall have been cured
before the giving of such notice.

      Section 8.08. Intervention in Judicial Proceedings. In any judicial
proceeding to which the Company is a party and which in the opinion of the
Trustee has a substantial bearing on the interest of owners of Bonds issued
hereunder, the Trustee may intervene on behalf of Owners and shall do so if
requested by the Owners of at least a majority in the aggregate principal
amount of Bonds Outstanding hereunder. The rights and obligations of the
Trustee under this Section are subject to the approval of the court having
jurisdiction in the premises.

      Section 8.09. Further Investigation by Trustee. The resolutions,
opinions, certificates and other instruments provided for in this Indenture may
be accepted by the Trustee as conclusive


                                      45
<PAGE>   51


evidence of the facts and conclusions stated therein and shall be in full
warrant, protection and authority to the Trustee for its actions hereunder; but
the Trustee may, in its unrestricted discretion, and shall, if requested in
writing so to do by the Owners of not less than a majority in aggregate
principal amount of Bonds Outstanding hereunder, cause to be made such
independent investigation as it may see fit, and in that event may decline to
release any property, or pay over cash, or take other action unless satisfied
by such investigation of the truth and accuracy of the matters so investigated.
The expense of such investigation shall be paid by the Company, or, if paid by
the Trustee, shall be repaid to it with interest at the Reference Rate, by the
Issuer or from the Trust Estate.

      Section 8.10. Trustee to Retain Financial Records. The Trustee shall
retain all financial statements furnished by the Company in accordance with the
Agreement so long as any of the Bonds shall be outstanding.

      Section 8. 11. Compensation of Trustee. All advances, counsel fees, fees
and expenses of the Letter of Credit Custodian and other expenses reasonably
made or incurred by the Trustee in and about the execution of the trust hereby
created and reasonable compensation to the Trustee for its services in the
premises shall be paid by the Company. The compensation of the Trustee shall
not be limited to or by any provision of law in regard to the compensation of
trustees of an express trust (other than monies derived from a draw under the
Letter of Credit). If not paid by the Company, the Trustee shall have a first
lien on all sums held by it under the terms of this Indenture, other than sums
derived from a drawing on the Letter of Credit with right of payment prior to
payment on account of interest or principal of any Bond issued hereunder for
reasonable compensation, expenses, advances and counsel fees incurred in and
about the execution of the trusts hereby created and exercise and performance
of the powers and duties of the Trustee hereunder and the cost and expense
incurred in defending against any liability in the premises of any character
whatsoever (unless such liability is adjudicated to have resulted from the
negligence or willful default of the Trustee).

      Section 8.12. Trustee May Hold Bonds. The Trustee and its officers and
directors may acquire and hold, or become the pledgee of Bonds and otherwise
deal with the Issuer and the Company in the same manner and to the same extent
and with like effect as though it were not Trustee hereunder.

      Section 8.13. Appointment of Trustee. There shall at all times be a
trustee hereunder which shall be an association or corporation organized and
doing business under the laws of the United States of America or any State
thereof, authorized under such laws to exercise corporate trust powers subject
to supervision or examination by Federal or State authority, provided that any
successor Trustee shall have combined capital and surplus of at least
$100,000,000. If such association or corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of any supervising or
examining authority above referred to, then for the purposes of this Section
the combined capital and surplus of such association or corporation shall be
deemed to be in combined capital and surplus as set forth in its most recent
report of condition so published.

      Section 8.14. Merger of Trustee. Any corporation or association into
which the Trustee may be converted or merged, or with which it may be
consolidated, or to which it may sell or transfer its trust business and assets
as a whole or substantiative as a whole, or any corporation or association,

                                      46
<PAGE>   52

resulting from any such conversion, sale, merger, consolidation or transfer to
which it is a party, ipso facto, shall be and become successor trustee
hereunder and vested with all of the title to the Trust Estate and all the
trusts, powers, discretion, immunities, privileges and all other matters as was
its predecessor, without the execution or filing of any instrument or any
further act, deed or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

      Section 8.15. Resignation or Removal of Trustee. The Trustee may resign
and be discharged from the trusts created by this Indenture by giving to the
Issuer, the LGC, the Company, and the Bank thirty (30) days' notice in writing,
and to the Owners notice by first class mail addressed to each Owner at its or
his address as set forth on the registration books, of such resignation.
specifying a date when such resignation shall take effect. In the event a
successor trustee has been appointed and has accepted, such resignation or
removal shall take effect on the day specified in such notice, unless
previously a successor trustee shall have been appointed as hereinafter
provided, in which event such resignation or removal shall take effect
immediately on the appointment of such successor trustee. In the event a
successor trustee has not been appointed and has not accepted on the day
specified in such notice, the Trustee shall remain until such date as a
successor Trustee has been appointed and has accepted.

      The Bank may remove the Trustee for cause. Subject to the terms of
Section 8.16 hereof requiring the consent of the Bank, any Trustee hereunder
may be removed at any time with or without cause by an instrument or
instruments in writing. appointing a successor to the Trustee so removed, filed
with the Trustee and executed by the Company (so long as no "Event of Default"
under the Agreement has occurred and is continuing) or by the Owners of a
majority in principal amount of the Bonds hereby secured and then Outstanding.

      Section 8.16. Appointment of Successor Trustee. In case at any time the
Trustee shall resign or shall be removed or otherwise shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or if a receiver of the
Trustee or of its property shall be appointed, or if a public supervisory
office shall take charge or control of the Trustee or of its property or
affairs, a vacancy shall forthwith and ipso facto be created in the office of
such Trustee hereunder, and a successor (reasonably acceptable to the Bank and
the LGC) may be appointed by the Owners of a majority in principal amount of
the said Bonds hereby secured and then outstanding, by an instrument or
instruments in writing filed with the Trustee and the Bank and executed by such
Owners, notification thereof being given to the Issuer and the Company, but
until a new Trustee shall be appointed by the Owners as herein authorized, the
Issuer shall, at the direction of the Company and subject to the provisions
hereof, appoint a Trustee (reasonably acceptable to the Bank and the LGC) to
fill such vacancy. After any such appointment by the Issuer at the direction of
the Company, the Company shall cause notice of such appointment to be published
at least once within 30 days of such appointment in a Financial Journal, but
any new Trustee so appointed shall immediately and without further act be
superseded by a Trustee appointed in the manner above provided by the Owners of
a majority in principal amount of said Bonds whenever such appointment by said
Owners shall be made.

      If, in a proper case, no appointment of a successor Trustee shall be made
pursuant to the foregoing provisions of this Section within six months after a
vacancy shall have occurred in the


                                      47


<PAGE>   53

office of Trustee. the Bank or any retiring Trustee may apply to any court of
competent jurisdiction to appoint a successor trustee. Said court may
thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor trustee.

      Section 8.17. Transfer of Rights and Proper to Successor Trustee. Every
successor trustee appointed hereunder shall execute, acknowledge and deliver to
its predecessor and also to the Issuer, the Company and to the Bank an
instrument in writing accepting such appointment hereunder, and thereupon such
successor. without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, trusts, duties and
obligations of its predecessor; but such predecessor shall, nevertheless, on
the written request the Issuer, given at the direction of the Company, or of
its successor execute and deliver an instrument transferring to such successor
all the estate, properties, rights, powers and trusts of such predecessor
hereunder, and every predecessor trustee shall deliver all securities and
monies held by it as Trustee hereunder and the Letter of Credit to its
successor. Should any assignment, conveyance or instrument in writing from the
Issuer be required by any successor trustee for more fully and certainly,
vesting in such successor trustee the estates, rights, powers and duties hereby
vested or intended to be vested in the predecessor trustee, any and all such
assignments, conveyances and instruments in writing shall, all request, be
executed, acknowledged and delivered by the Issuer. The resignation of any
Trustee and the instrument or instruments removing any Trustee and appointing a
successor hereunder, together with all assignments, conveyances and other
instruments provided for in this Article shall, at the expense of the Company,
be forthwith filed and/or recorded by the successor trustee in each recording
office where the Indenture shall have been filed and/or recorded.

      Section 8.18. Co-Trustee.

      (a)    If, by any present or future law in any jurisdiction in which it
may be necessary for the Trustee to perform any act in the execution of the
trusts hereby created, as trustee, and the Trustee or its successor or
successors, may be incompetent or unqualified to act as such Trustee, then an
individual or other Co-Trustee may be appointed hereunder, with full power and
authority to perform all the acts required to be performed in such
jurisdiction, to the extent of said disqualification, in the execution of the
trusts hereby created, and such acts shall and will be performed by said
Co-Trustee, or his successor or successors acting alone. The rights, powers and
obligations of the Trustee and its successors as Trustee hereunder shall inure
to the benefit of and be binding on such Co-Trustee and his successors as
Co-Trustee and, in that connection, each reference herein to the Trustee shall,
unless the context otherwise requires, be deemed to refer as well to the
Co-Trustee.

      (b)    Anything in the preceding paragraph to the contrary
notwithstanding, the Co-Trustee and his successors shall act subject to the
following conditions and provisions, namely:

             (1)    The Bonds shall be authenticated and delivered and all
      rights, powers, trusts, duties and obligations by this Indenture
      conferred upon the Trustee in respect of the custody, control or
      management of moneys, papers, securities, the Letter of Credit and other
      personal property shall be exercised, solely by the Trustee.


                                      48

<PAGE>   54


             (2)    All rights, powers, trusts, duties and obligations
      conferred or imposed upon the Trustee hereunder shall be conferred or
      imposed upon and exercised or performed by the Trustee, or by the Trustee
      and the Co-Trustee or by a separate trustee or separate trustees jointly,
      if so provided in any instrument appointing such Co-Trustee or separate
      trustee or trustees, except to the extent that, under the law of any
      jurisdiction in which any, particular act or acts are to be performed,
      the Trustee shall be incompetent or unqualified to perform such act or
      acts or incompetent to bring suit to enforce the terms hereof in which
      event such act or acts shall be performed by the Co-Trustee or separate
      trustee or trustees.

             (3)    Any request in writing by the Trustee to any Co-Trustee or
      separate trustee to take or to refrain from taking any action hereunder
      shall be sufficient warrant for the taking, or the refraining from
      taking, of such action by the Co-Trustee or separate trustee.

             (4)    Any Co-Trustee or separate trustee may delegate to the
      Trustee the exercise of any right, power, trust, duty or obligation,
      discretionary or otherwise.

             (5)    The Trustee at any time, by an instrument in writing, with
      the concurrence of the Issuer and the Company, may accept the resignation
      of or remove any, Co-Trustee or separate trustee appointed under this
      Section and in case an Event of Default shall have occurred and be
      continuing, the Trustee shall have power to accept the resignation of, or
      remove, any such Co-Trustee or separate trustee without the concurrence
      of the Issuer and the Company. Upon the request of the Trustee, the
      Issuer and the Company shall join with the Trustee in the execution,
      deliver,, and performance of all instruments and agreements necessary or
      proper to effectuate such resignation or removal.

             (6)    No trustee hereunder shall be personally liable by reason
      of any act or omission of any other trustee hereunder.

             (7)    Any demand, request, direction, appointment, removal,
      notice, consent, waiver or other action in writing delivered to the
      Trustee shall be deemed to have been delivered to each such Co-Trustee or
      separate trustee.

             (8)    Any moneys, papers, securities or other items of personal
      property, received by any such Co-Trustee or separate trustee hereunder
      shall forthwith, so far as may be permitted by law, be turned over to the
      Trustee.

      (c)    Subject to subsection (b) above, any Co-Trustee shall be vested,
jointly with the Trustee, with title to the Trust Estate and with the rights,
powers and duties herein provided. Upon the acceptance in writing of such
appointment by the Co-Trustee or any separate trustee, it shall be vested with
such title to the Trust Estate or any part thereof, and with such rights,
powers, duties and obligations, as shall be specified in any instrument of
appointment jointly with the Trustee (except insofar as local law makes it
necessary for any such Co-Trustee or separate trustee to act alone) subject to
all the terms of this Indenture. Every such acceptance shall be filed with the
Trustee. Any Co-Trustee or separate trustee may, at any time by an instrument
in writing, constitute the Trustee,


                                      49
<PAGE>   55

its attorney-in-fact and agent, with full power and authority to do all acts
and things and to exercise all discretion on its behalf and in its name.

      In case any Co-Trustee or separate trustee shall die, become incapable of
acting, resign or be removed, the title to the Trust Estate, and all rights,
powers, trusts, duties and obligations of said Co-Trustee or separate trustee
shall, so far as permitted by law, vest in and be exercised by the Trustee
unless and until a successor Co-Trustee or separate Trustee shall be appointed
in the manner herein provided.

      Section 8. 19. Remarketing Agent; Resignation; Removal. Notwithstanding
anything to the contrary contained in the Remarketing Agreement, the Bank shall
have the ability, subject to the terms of this Section 8.19 and Section 8.20
hereof, to remove the Remarketing Agent for cause, including but not limited to
the failure of the Remarketing Agent to remarket the Bonds at a rate or rates
of interest comparable to the rate or rates of interest borne by other
tax-exempt bonds bearing terms comparable to the terms of the Bonds, and which
other tax exempt bonds are secured by a letter of credit from the Bank with
terms comparable to the Letter of Credit. Upon the resignation or removal of
the Remarketing Agent prior to the Conversion Date, the Company shall appoint a
successor Remarketing Agent (acceptable to the Bank) for the Bonds, subject to
the conditions set forth in Section 8.20 hereof. Notwithstanding anything
contained herein to the contrary, no Remarketing Agent may resign or be removed
unless and until a successor Remarketing Agent has been appointed and is
prepared to act as such from and after the date of such resignation or removal.
Any successor Remarketing Agent shall designate to the Trustee its principal
office for purposes hereof, which shall be the office of such Remarketing Agent
at which all notices and other communications in connection herewith may be
delivered to it, and signify its acceptance of the duties and obligations
imposed upon it hereunder by a written instrument of acceptance delivered to
the Company and the Trustee (with a copy, sent to the Bank) under which such
Remarketing Agent will agree to undertake the duties thereof set forth in the
Remarketing Agreement.

      Section 8.20. Qualifications of Remarketing Agent. The Remarketing Agent
shall be a member of the National Association of Securities Dealers, Inc.
having excess net capital (as defined in Rule l5c-3 of the Securities Exchange
Act of 1934, as amended) of at least $25,000,000 or, in the alternative, a
national banking association having a combined capital stock, surplus and
undivided profits of at least $100,000,000 and shall be an institution
authorized by law to perform all the duties imposed upon it by this Indenture
and the Remarketing Agreement.

      Section 9.2 1. Rights and Duties of Tender Agent. At any time that the
Bonds are in the Variable Rate Mode, there shall be a Tender Agent appointed
for the Bonds. The Trustee shall serve as the initial Tender Agent and perform
all duties and responsibilities of the Tender Agent pursuant to this Indenture.
The Trustee may at any time, with the prior written consent of the Company and
the Bank, appoint another entity to serve as the Tender Agent with respect to
the Bonds. In the event the Company and/or the Bank do not object within five
(5) days from the date notice is given of the intent to appoint another Tender
Agent, such consent shall be presumed to have been given. The Tender Agent
shall, in all events, be a bank or trust company meeting the requirements set
forth in Section 8.13 hereof. The Tender Agent shall:



                                      50



<PAGE>   56


      (a)    hold all Bonds delivered to it for purchase pursuant to the
provisions of this Indenture in trust solely for the benefit of the respective
Owners which shall have tendered such Bonds for purchase until payment of the
Purchase Price with respect to such Bonds; and

      (b)    hold all monies delivered to it hereunder for the purchase of
Bonds in trust solely for the benefit of the Owners which shall have tendered
or deemed to have tendered such Bonds for purchase until such monies shall have
been delivered to or for the account of such Owners; and

      (c)    hold all Bank Bonds in trust solely for the benefit of the Bank
until a corresponding amount of the Letter of Credit has been reinstated, as
evidenced by written notice delivered to the Tender Agent from the Bank.

      In purchasing Bonds hereunder, the Tender Agent shall be acting as a
conduit and shall not be purchasing Bonds for its own account and, in the
absence of written notice from the Trustee or the Bank, shall be entitled to
assume that any Bond tendered to it, or deemed tendered to it for purchase, is
entitled under this Indenture to be so purchased. The Issuer and the Company
shall cooperate with the Trustee and the Bank to cause the necessary
arrangements to be made and thereafter to be continued whereby funds will be
made available for payment of the Purchase Price of the Bonds to be purchased
pursuant to the provisions of this Indenture.

      The rights, duties, obligations, immunities and the standard of care of
the Tender Agent in the performance of its role hereunder shall be governed by
and construed in accordance with the laws of the jurisdiction in which is
located its principal office.

      Section 8.22. Resignation or Removal of Tender Agent, Appointment of
Successor. The Tender Agent may at any time resign and be discharged of the
duties and obligations created by this Indenture by giving at least sixty (60)
days' written notice to the Company, the Remarketing Agent, the Bank and the
Trustee. The Tender Agent may be removed, with the prior consent of the Bank,
which consent shall not be unreasonably withheld, at any time by an instrument,
signed by the Company, filed with the Tender Agent, the Trustee and the Bank.

      In the event of the resignation or removal of the Tender Agent prior to
the Conversion Date, the Company shall appoint as its successor a bank or trust
company meeting the same requirements applicable to the Trustee set forth in
Section 8.13 hereof and qualified to perform the duties of Tender Agent, and
the Tender Agent shall pay over, assign and deliver any monies or Bonds held by
it in such capacity to such successor or, if there be no successor, to the
Trustee. Any such successor shall be acceptable to the Bank and shall agree to
be bound by all of the provisions of the Letter of Credit.

      If the Company shall fall to appoint a Tender Agent hereunder, or in the
event that the Tender Agent shall resign or be removed, or be dissolved, or if
the property or affairs of the Tender Agent shall be taken under the control of
any state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, and the Company shall not have appointed a
successor Tender Agent, the Trustee shall ipso facto be deemed to be the Tender
Agent for all


                                      51

<PAGE>   57


purposes of this Indenture until the appointment by the Company of a Tender
Agent or successor Tender Agent.

      Section 8.23. Several Capacities. Anything in this Indenture to the
contrary notwithstanding, the same entity may serve hereunder in multiple
capacities, provided that, the same entity shall in no event serve concurrently
hereunder as Trustee and Bank unless there is in place a Letter of Credit
Custodian.

      Section 8.24 Letter of Credit Custodian. The Issuer hereby appoints Bank
One Colorado, N.A., Denver, Colorado, as the Letter of Credit Custodian under
this Indenture. The Letter of Credit Custodian and any successor Letter of
Credit Custodian shall accept the duties and obligations imposed on it under
this Indenture in accordance with the Letter of Credit Custodial Agreement. The
Letter of Credit Custodian shall be obligated to make drawings under the Letter
of Credit as provided under the terms of this Indenture, the Letter of Credit
and the Letter of Credit Custodial Agreement. The Letter of Credit Custodian
may resign or be removed in accordance with the terms of the Letter of Credit
Custodial Agreement; provided that no such resignation or removal shall be
effective until a successor Letter of Credit Custodian has been appointed in
accordance with the Letter of Credit Custodial Agreement and such successor has
made written acceptance of such appointment. The Letter of Credit Custodial
Agreement may be terminated in the event that a Substitute Letter of Credit is
issued by a bank other than U.S. Bank National Association (or any other bank
related thereto), which does not result in a conflict of interest, or potential
conflict of interest, between the Issuer of the Substitute Letter of Credit and
the Trustee. Upon any termination of the Letter of Credit Custodial Agreement,
all duties, obligations and rights of the Letter of Credit Custodian shall be
assumed and performed by the Trustee.


                                      52




<PAGE>   58


                                  ARTICLE IX

                        CONCERNING THE OWNERS OF BONDS

      Section 9.01. Execution of Instruments by Owners of Bonds. Any request,
direction, consent or other instrument in writing required by this Indenture to
be signed or executed by Owners may be in any number of concurrent instruments
of similar tenor and may be signed or executed by such Owners in person or by
agent duly appointed by an instrument in writing. Proof of the execution of any
such instrument and of the ownership of Bonds shall be sufficient for any
purpose of this Indenture and shall be conclusive in favor of the Trustee with
regard to any action taken by it under such instrument if made in the following
manner:

      (a)    The fact and date of the execution by any person or any such
instrument may be proved by the certificate of any officer in any jurisdiction
who, by the laws thereof has power to take acknowledgments of deeds to be
recorded within such jurisdiction, to the effect that the person signing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution.

      (b)    The ownership of Bonds shall be proved by the registration books
kept under the provisions of this Indenture.

Nothing contained in this Article shall be construed as limiting the Trustee to
the proof above specified, it being intended that the Trustee may accept any
other evidence of the matters herein stated which to it may seem sufficient.

      Section 9.02. Waiver of Notice. Any notice or other communication
required by this Indenture to be given by delivery, publication or otherwise to
the Owners or any one or more thereof may be waived at any time before such
notice or communication is so required to be given, by a writing mailed or
delivered to the Trustee by the Owner or Owners of all of the Bonds entitled to
such notice or communication.

      Section 9.03. Determination of Owner Concurrence. In determining whether
the Owners of the requisite aggregate principal amount of Bonds have concurred
in any demand, request, direction, consent or waiver under this Indenture for
which their concurrence is required. Bonds which are owned by the Company shall
be disregarded and deemed not to be outstanding for the purpose of any such
determination, provided that for the purpose of determining whether the Trustee
shall be protected in relying on any such demand, request, direction, consent
or waiver only Bonds which the Trustee knows to be so owned shall be
disregarded. Bonds so owned which have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section if the pledges shall
establish to the satisfaction of the Trustee the pledges's right to vote such
Bonds and that the pledges is not a person directly or indirectly controlling
or controlled by or under common control with the Company. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.



                                      53




<PAGE>   59


      Section 9.04. Revocation by Owners of Bonds. At any time prior to (but
not after) the evidencing to the Trustee of the taking of any action by the
Owner of the percentage in aggregate principal amount of the Bonds specified in
this Indenture in connection with such action, any Owner of a Bond may, by
filing written notice with the Trustee at its principal office, revoke any
consent given by such Owner or the predecessor Owner of such Bond. Except as
aforesaid, any such consent given by the Owner of any Bond shall be conclusive
and binding upon such Owner and upon all future Owners of such Bond and of any
Bond issued in exchange therefor or in lieu thereof, irrespective of whether or
not any notation in regard thereto is made upon such Bond. Any action taken by
the Owners of the percentage in aggregate principal amount of the Bonds
specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Owners of all the
Bonds.



                                      54


<PAGE>   60


                                   ARTICLE X

                        PAYMENT, DEFEASANCE AND RELEASE

      Section 10.01. Payment and Discharge of Indenture.  If the Issuer shall:

      (a)    pay or cause to be paid the principal of and premium, if any, and
interest on the Bonds at the time and in the manner stipulated therein and
herein, or

      (b)    provide for the payment of principal and premium, if any, of the
Bonds and interest thereon by depositing with the Trustee at or any time before
maturity funds sufficient either in the form of (i) Eligible Funds or (ii)
direct obligations of or obligations the principal of and interest on which is
fully guaranteed by the United States of America, which obligations are
noncallable at the option of the issuer thereof and which have been purchased
with Eligible Funds, the principal and interest on which when due and payable
(or redeemable at the option of the holder thereof) and without consideration
of any reinvestment thereof shall be sufficient to pay the entire amount due or
to become due thereon for principal and premium, if any, and interest to
maturity, or the Purchase Price, of all said Bonds outstanding as evidenced by
a Certificate of a firm of independent certified public accountants, or

      (c)    deliver to the Trustee (1 ) proof satisfactory to the Trustee that
notice of redemption of all of the outstanding callable Bonds not surrendered
or to be surrendered to it for cancellation has been given or waived as
provided in Article III hereof, or that arrangements satisfactory to the
Trustee have been made insuring that such notice will be given or waived, or
(2) a written instrument executed by the Issuer under its official seal and
expressed to be irrevocable, authorizing the Trustee to give such notice for
and on behalf of the Issuer, or (3) file with the Trustee a waiver of such
notice of redemption signed by the Owners of all of such Outstanding Bonds, and
in any such case, deposit with the Trustee funds before the date on which such
Bonds are to be redeemed, as provided in said Article III, constituting the
entire amount of the redemption price, including accrued interest, and premium,
if any, either in cash or direct obligations of or obligations the principal of
and interest on which is fully guaranteed by the United States of America
(which do not permit the redemption thereof at the option of the issuer) in
such aggregate face amount, bearing interest at such rates and maturing at such
dates as shall be sufficient to provide for the payment of such redemption
price on the date such Bonds are to be redeemed, and on such prior dates when
principal of and interest on the Outstanding Bonds are due and payable, or

      (d)    surrender to the Trustee for cancellation all Bonds, for which
payment is not so provided, and shall also pay all other sums due and payable
hereunder by the Issuer, then and in that case, all the Trust Estate shall
revert to the Issuer, and the entire estate, right, title and interest of the
Trustee and of the Owners of the Bonds shall thereupon cease, determine and
become void; and the Trustee in such case, upon the deposit of cash or
securities in accordance with the provisions of this Indenture, shall, upon
receipt of a written request of the Issuer and of a Certificate of the Issuer
and an Opinion of Counsel as to compliance with conditions precedent, and at
the Issuer's cost and


                                      55


<PAGE>   61



expense, execute to the Issuer, or its order, proper instruments acknowledging
satisfaction of this Indenture, surrender to the Issuer all cash and deposited
securities, if any (other than cash or securities for the payment of the
Bonds), which shall then be held hereunder as a part of the Trust Estate, and
surrender the Letter of Credit to the Bank, provided, however, that the Trustee
may surrender the Letter of Credit to the Bank prior to receiving a written
request of the Issuer in the event all other conditions precedent to such
surrender have been met.

      Section 10.02. Bonds Deemed Not Outstanding After Deposits. When there
shall have been deposited at any time with the Trustee in trust for the
purpose, cash or direct obligations of or obligations fully guaranteed by the
United States of America the principal and interest on which shall be
sufficient to pay the principal of any Bonds (and premium, if any) when the
same become due, either at maturity or otherwise, or at the date fixed for the
redemption thereof and to pay all interest with respect thereto at the due
dates for such interest or to the date fixed for redemption, for the use and
benefit of the Owners thereof, then upon such deposit all such Bonds shall
cease to be entitled to any lien, benefit or security of this Indenture except
the right to receive the funds so deposited, and such Bonds shall be deemed not
to be outstanding hereunder, and it shall be the duty of the Trustee to hold
the cash and securities so deposited for the benefit of the Owners of such
Bonds and from and after such date, redemption date or maturity, interest on
such Bonds thereof called for redemption shall cease to accrue.

      Section 10.03. Non-presentment of Bonds. In the event any Bond shall not
be presented for payment when the principal thereof becomes due, either at
maturity or at the date fixed for redemption thereof or otherwise, if funds
sufficient to pay the principal of, premium (if any) and interest on such Bond
shall have been made available to the Trustee for the benefit of the Owner or
Owners thereof, payment of such Bond or portion thereof as the case may be,
shall forthwith cease, terminate and be completely discharged, and thereupon it
shall be the duty of the Trustee to hold such fund or funds uninvested in the
Bond Fund, without liability to the Owner of such Bond for interest thereon,
for the benefit of the Owner of such Bond, who shall thereafter be restricted
exclusively to such fund or funds, for any claim of whatever nature on his/her
part on, or with respect to, said Bond, or portion thereof, or premium, if any.

      Any monies deposited with the Trustee or then held by the Trustee in
trust for the payment of the principal of and redemption premium, if any, or
interest on the Bonds and remaining unclaimed for five years after such
principal and premium, if any, or interest has become due shall be treated as
abandoned property pursuant to the provisions of Section 116B-18 of the North
Carolina General Statutes and the Trustee shall report and remit this property
to the Escheat Fund according to the requirements of Article 3 of Chapter 116B
of the North Carolina General Statutes, and thereafter the Owners shall look
only to the Escheat Fund, or to any successor fund, as the case may be, for
payment and then only to the extent of the amounts so received, without any
interest thereon, and the Issuer, the Remarketing Agent, the Trustee and the
Company shall have no responsibility with respect to such money.




                                      56


<PAGE>   62


                                  ARTICLE XI

                            SUPPLEMENTAL INDENTURES

      Section 11.01. Purposes for Which Supplemental Indentures May be
Executed. The Issuer, upon resolution, and the Trustee from time to time and at
any time, subject to the conditions and restrictions in this Indenture
contained, may, with written consent of the Bank, enter into such indentures
supplemental hereto as may or shall by them be deemed necessary or desirable
without the consent of any Owner for any one or more of the following purposes:

      (a)    To correct the description of any property hereby pledged or
intended so to be, or to assign, convey, pledge or transfer and set over unto
the Trustee, subject to such liens or other encumbrances as shall be therein
specifically described, additional property or properties of the Issuer for the
equal and proportional benefit and security of the Owners of all Bonds at any
time issued and outstanding under this Indenture.

      (b)    To add to the covenants and agreements of the Issuer in this
Indenture contained, other covenants and agreements thereafter to be observed,
or to surrender any, right or power reserved to or conferred upon the Issuer or
to or upon any successor;

      (c)    To evidence the succession or successive successions of any other
department, agency, body or corporation to the Issuer and the assumption by
such successor of the covenants, agreements and obligations of the Issuer in
the Bonds hereby secured and in this Indenture and in any and every
supplemental indenture contained or the succession, removal or appointment of
any trustee hereunder;

      (d)    To cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indentures which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture or any supplemental indenture as the Issuer may
deem necessary or desirable and which shall not be inconsistent with the
provisions of this Indenture or any, supplemental indenture and which shall not
impair the security of the same;

      (e)    To modify, eliminate and/or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act of 1939, as then amended, or under
any, similar Federal statute hereafter enacted, and to add to this Indenture
such other provisions as may be expressly permitted by said Trust Indenture Act
of 1939, excluding, however, the provisions referred to in Section 3 16(a) (2)
of said Trust Indenture Act of 1939;

      (f)    To modify, eliminate and/or add to the provisions of this
Indenture to allow for the delivery of a Replacement Letter of Credit or
Substitute Letter of Credit;

      (g)    To modify, eliminate and/or add to the provisions of this
Indenture to allow the Bonds to be registered in the name of DTC;



                                      57



<PAGE>   63


      (h)    To provide for an increase in the interest coverage provided by
the Letter of Credit, or to provide for advance draws on the Letter of Credit;

      (i)    To provide for compliance with the continuing disclosure rules of
the Securities and Exchange Commission;

      (j)    To make modifications or amendments which are effective following
a Mandatory Tender Date; and

      (k)    To make such other modifications or amendments which are
determined by the Trustee, not to be prejudicial to the rights of the Trustee,
the Bank or the Owners of the Bonds.

      Section 11.02. Execution of Supplemental Indenture. The Trustee is
authorized to join with the Issuer in the execution of any such supplemental
indenture, to make the further agreements and stipulations which may be therein
contained, and accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects its rights, duties or immunities under
this Indenture.

      Section 11.03. Discretion of Trustee. In each and every case provided for
in this Article (other than a supplemental indenture approved by the Owners of
a majority in aggregate principal amount of the Bonds pursuant to Section 11.04
hereof), the Trustee shall be entitled to exercise its unrestricted discretion
in determining whether or not any proposed supplemental indenture or any, term
or provisions therein contained is necessary or desirable, having in view the
needs of the Issuer and the respective rights and interests of the Owners of
Bonds theretofore issued hereunder; and the Trustee shall be under no
responsibility or liability to the Issuer or to any Owner of any Bond, or to
anyone whatever, for any act or thing which it may do or decline to do in good
faith subject to the provisions of this Article, in the exercise of such
discretion.

      Section 11.04. Modification of Indenture with Consent of Owners. Subject
to the terms and provisions contained in this Section, the Owners of not less
than a majority in aggregate principal amount of the Bonds then Outstanding
shall have the right, from time to time, with written consent of the Bank, to
consent to and approve the execution by the Issuer and the Trustee of such
indenture or indentures supplemental hereto as shall be deemed necessary or
desirable by the Issuer for the purpose of modifying, altering, amending,
adding to or rescinding in any particular, any of the terms or provisions
contained in this Indenture or In any supplemental indenture; PROVIDED,
HOWEVER, that nothing herein contained shall permit or be construed as
permitting, without the consent of the Owners of all Outstanding Bonds:

      (a)    an extension of the maturity of any Bond issued hereunder; or

      (b)    a reduction in the principal amount of any Bond or the redemption
premium or the rate of interest thereof; or

      (c)    the creation of a lien upon the Trust Estate or a pledge of
revenues ranking prior to the lien or pledge created by this Indenture; or



                                      58



<PAGE>   64


      (d)    a preference or priority of any Bond or Bonds over any other Bond
or Bonds; or

      (e)    a reduction in the aggregate principal amount of the Bonds
required to consent to supplemental indentures; or

      (f)    a reduction in the aggregate principal amount of the Bonds
required to waive an Event of Default; or

      (g)    a change in purchase or tender rights with respect to the Bonds.

Subject to the terms of the preceding proviso and clauses (a) through (g) which
require the consent of the Owners of all Outstanding Bonds, whenever there is
delivered to the Trustee an instrument or instruments purporting to be executed
by or on behalf of the Owners of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments
shall refer to the proposed supplemental indenture, shall specifically consent
to and approve the execution thereof, and shall be signed by the Bank as a
reflection of its consent thereto, thereupon, the Issuer and the Trustee may
execute such supplemental indenture without liability or responsibility to any
Owner of any Bond, whether or not such Owner shall have consented thereto.

      If the Owners of not less than a majority in aggregate principal amount
of the Bonds outstanding at the time of the execution of such supplemental
indenture shall have consented to and approved the execution thereof as herein
provided, no Owner of any Bond shall have any right to object to the execution
of such supplemental indenture, or to object to any of the terms and provisions
contained therein or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Trustee or the
Issuer from executing the same or from taking any action pursuant to the
provisions thereof.

      Section 11.05. Supplemental Indentures to be Part of Indenture. Any
supplemental indenture executed in accordance with any of the provisions of
this Article shall thereafter form a part of this Indenture; and all the terms
and conditions contained in any such supplemental indenture as to any
provisions authorized to be contained therein shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes, and the
respective rights, duties and obligations under this Indenture of the Issuer,
the Trustee and all Owners of Bonds then Outstanding shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such
modifications and amendments, If deemed necessary or desirable by the Trustee,
reference to any such supplemental indenture or any of such terms or conditions
thereof may be set forth in reasonable and customary manner in the text of the
Bonds or in a legend stamped on the Bonds. Any supplemental indenture that
affects the Company shall require the written consent of the Company.

      Section 11.06. Consent of the LGC. Notwithstanding any other provision
this Indenture, with respect to this Indenture, the definitions of "Authorized
Denominations," "Maximum Rate, " the maturity date for the Bonds, the rights of
the Issuer reserved under Granting Clause First, Section 4.06 (relating to
certain conditions to remarketing of the Bonds), Section 13.03 (relating to
requirements for a Substitute Letter of Credit), Section 8.13 (relating to the
eligibility of the Trustee) and Section 8.23 (relating to the proscription on
the concurrent service of any entity as theTrustee

                                      59

<PAGE>   65


and the Bank unless a Letter of Credit Custodian is In place), may not be
amended or modified without the prior written consent of the Secretary of the
LGC.





                                      60

<PAGE>   66


                                  ARTICLE XII

                  AMENDMENT OF AGREEMENT AND LETTER OF CREDIT

      Section 12.01. Amendments, etc., to Agreement or Letter of Credit Not
Requiring Consent of Owners. The Issuer and the Trustee shall without the
consent of or notice to the Owners consent to any amendment, change or
modification of the Agreement or the Letter of Credit as may be required:

      (a)    by the provisions of the Agreement or the Letter of Credit or this
Indenture;

      (b)    for the purpose of curing any ambiguity or formal defect or
omission therein;

      (c)    in connection with the Project described in the Agreement so as to
identify the same more precisely or substitute or add additional property
acquired with the proceeds of the Bonds:

      (d)    to permit a rating to be obtained for the Bonds; provided that the
Trustee is first provided with the consent of the Bank (if the Letter of Credit
is outstanding) and an opinion of a firm of attorneys whose opinion is
recognized on the subject of tax-exempt obligations to the effect that such
changes do not adversely affect the tax-exempt status of the Bonds;

      (e)    in connection with any other change therein, which, in the opinion
of the Trustee, shall not prejudice in any material respect the rights of the
Owners of the Bonds then outstanding;

      (f)    to extend the Letter of Credit Termination Date;

      (g)    to provide for an increase in the interest coverage provided by
the Letter of Credit, or to provide for advance draws on the Letter of Credit;
or

      (h)    to provide for compliance with the continuing disclosure rules of
the Securities and Exchange Commission.

      Section 12.02. Amendments. etc., to Agreement or Letter of Credit
Requiring Consent of Owners. Except for amendments, changes or modifications as
provided in Section 12.01, neither the Issuer nor the Trustee shall consent to
(i) any amendment, change or modification of the Agreement without the written
approval or consent of the Bank and of the Owners of a majority in aggregate
principal amount of bonds then outstanding given and procured as provided in
Section 11.04 or (ii) any amendment, change or modification of the Letter of
Credit without the written approval or consent of the Bank and all of the
Owners of the Bonds then outstanding. If at any time the Issuer and the Company
shall request the consent of the Trustee to any, such proposed amendment,
change or modification of the Agreement or Letter of Credit the Trustee shall,
upon being satisfactorily indemnified with respect to expenses, cause notice of
such proposed amendment, change or modification to be given in the same manner
as provided by Section 11.04 with respect to supplemental indentures. Such
notice shall briefly set forth the nature of such proposed amendment,



                                      61
<PAGE>   67

change or modification and shall state that copies of the instrument embodying
the same are on file at the principal corporate trust office of the Trustee for
inspection by all Owners.

      Section 12.03. Limitation on Amendments to Agreement or Letter of Credit.
No amendment, change or modification may decrease the obligation of the Company
under the Agreement to pay amounts sufficient to pay the principal of, premium,
if any, and interest on the Bonds as the same become due or decrease the
obligation of the Bank under the Letter of Credit. The Trustee shall not be
obligated to consent to any, such amendment, change or modification which
affects its rights, duties or immunities under the Indenture.

      Section 12.04. Amendment by Unanimous Consent. Anything contained in this
Indenture to the contrary notwithstanding, the Issuer and the Trustee may
consent to any amendment, change or modification of the Agreement or the Letter
of Credit upon receipt of the consent of the Owners of all Bonds then
outstanding, and the Bank.

      Section 12.05. Opinion of Counsel Required. The Trustee may decline to
execute any amendment, change or modification to the Agreement or Letter of
Credit without an Opinion of Counsel stating that such proposed amendment,
change or modification of the Agreement or Letter of Credit is authorized or
permitted by, this Indenture and complies with its terms and that upon
execution it will be valid and binding upon the party or parties executing it
in accordance with its terms and shall not, without the consent of the Company
and the Bank, execute any such amendment, change or modification which
adversely affects any rights of the Company or the Bank, as the case may be.

      Section 12.06. Amendment of Agreement by Trustee. In the event the Issuer
is unwilling or unable to enter into any amendment, change or modification of
the Agreement as permitted by this Article, the Trustee may, without the
consent of the Issuer, amend, change or modify the Agreement in any manner
otherwise permitted by this Article so long as such amendment, change or
modification does not adversely affect the rights of the Issuer, as stated in
an opinion of Issuer's counsel addressed to the Trustee and the Issuer, or
result in the interest in the Bonds losing their tax exempt status under the
Code, in the opinion of nationally recognized bond counsel.


                                      62



<PAGE>   68


                                 ARTICLE XIII

                               LETTER OF CREDIT

      Section 13.0 1. Maintenance of Letter of Credit.

      (a)    Contemporaneously with the delivery of this Indenture, the Company
has obtained the Initial Letter of Credit from the Initial Bank, and has caused
it to be issued to the Letter of Credit Custodian. The Company is required to
maintain a Letter of Credit meeting the requirements of subsection (b) below
throughout the Letter of Credit Period.

      (b)    Each Letter of Credit shall be a letter of credit, the terms of
which shall in all material respects be the same as the Initial Letter of
Credit, representing the obligation of the provider thereof to pay to the
Trustee amounts necessary to pay the principal of, interest on, and Purchase
Price of the Bonds. Each Letter of Credit must be in an amount at least equal
to the aggregate principal amount of Bonds then Outstanding, plus 51 days'
interest thereon calculated at the Maximum Rate if the Bonds are in the
Variable Rate Mode (or such lesser or greater amount as is necessary to
maintain the rating on the Bonds in connection with a change in the Interest
Rate Determination Method) plus Discharge Expenses, or plus 210 days' interest
thereon if the Bonds are in the Fixed Rate Mode plus Discharge Expenses. In
order for a letter of credit to qualify as a Letter of Credit hereunder, the
Company shall deliver to the Tender Agent and the Trustee (a) a copy of the
related Reimbursement Agreement pursuant to which the Bank is issuing the
Letter of Credit, and (b) an Opinion of Counsel stating that such proposed
Letter of Credit qualifies as a Letter of Credit under this Indenture and
complies with the terms hereof.

      (c)    The Company may not take any action, or omit to take any action
which results in the cancellation of a Letter of Credit prior to its Stated
Expiration Date without first obtaining a Substitute Letter of Credit, except
in connection with a Conversion Date. The Company may not reduce the amount of
the Letter of Credit to an amount less than the aggregate principal amount of
Outstanding Bonds, plus the interest coverage described in subsection (b)
above.

      Section 13.02.  Drawings under Letter of Credit.

      (a)    The Letter of Credit Custodian shall draw monies under the Letter
of Credit for the benefit of the Owners of the Bonds in the following
circumstances and only in the following circumstances: On or before 1:00 p.m.,
Minneapolis time on the Business Day prior to the date any payment referred to
in this section is required to be made under this Indenture, the Letter of
Credit Custodian shall, without making any prior demand or claim upon the
Issuer or the Company, make a drawing under and in accordance with the Letter
of Credit so as to be able to deliver to the Trustee, by 1:00 p.m., Minneapolis
time on the next succeeding Business Day monies thereunder in an amount which
will be sufficient for the payment in full of (i) accrued interest on the Bonds
on any Interest Payment Date, (ii) the principal of the Bonds upon the stated
maturity thereof, (iii) the Purchase Price of the Bonds on any Optional Tender
Date or Mandatory Tender Date in the event remarketing proceeds are not on hand
with the Remarketing Agent as provided in Section 4.04(b) hereof, (iv) the
principal of and accrued interest on the Bonds on any redemption date, and (v)
the




                                      63
<PAGE>   69

principal of and accrued interest on the Bonds, or the Purchase Price of the
Bonds, as applicable, on any date established pursuant to Section 7.02 hereof.
The Trustee shall give the Company Immediate Notice of the amount of each
drawing under the Letter of Credit in order to permit the Company to fulfill
its obligations under the Reimbursement Agreement.

      (b)    All amounts drawn under the Initial Letter of Credit or any
Replacement Letter of Credit or Substitute Letter of Credit provided to secure
the Bonds shall be used solely for the payment of the principal and Purchase
Price of, and premium, if any, and interest on the Bonds.

      (c)    All amounts drawn by the Letter of Credit Custodian under the
Letter of Credit pursuant to clause (i), (ii), (iv) or (v) of paragraph (a)
above shall be delivered by the Bank to the Trustee and deposited by the
Trustee in the Bond Fund and applied as provided in Section 6.01. All amounts
drawn by the Letter of Credit Custodian under the Letter of Credit pursuant to
clause (iii) of paragraph (a) above shall immediately be delivered by the Bank
to the Trustee and deposited by the Trustee in the Purchase Fund and applied as
provided in Section 4.05.

      (d)    The Letter of Credit Custodian shall by telecopy (followed by
original documentation) delivered to the Bank rescind any draw under the Letter
of Credit to pay the Purchase Price of Bonds by 10:00 a.m. Minneapolis time on
the day the draw is to be paid by the Bank if it has received notice that
remarketing proceeds from the source identified in Section 4.04(a)(1) have been
deposited with the Tender Agent prior to 9:30 a.m. Minneapolis time on such
date in the full amount of the Purchase Price due on that date.

      Section 13.03. Substitute Letter of Credit. Subject to the terms and
conditions of the Letter of Credit, the Company may, at its option, obtain a
Substitute Letter of Credit from any commercial bank meeting the conditions
contained herein, in substitution for or replacement of the Letter of Credit.
On or prior to the substitution of such Substitute Letter of Credit for the
Letter of Credit, the provider of such Substitute Letter of Credit shall
purchase all Outstanding Bank Bonds, at a purchase price equal to their
principal amount plus accrued interest.

      The Substitute Letter of Credit shall be a letter of credit, the terms of
which shall in all material respects be the same as the Initial Letter of
Credit representing the obligation of the provider thereof to pay to the
Trustee amounts necessary to pay the principal of interest on, and Purchase
Price of the Bonds. The Substitute Letter of Credit must be in an amount at
least equal to the aggregate principal amount of Bonds then Outstanding, plus
the interest coverage and Discharge Expenses described in Section 13.01(b)
above. In order for such letter of credit to qualify and be effective as a
Substitute Letter of Credit hereunder, the Company shall at least 45 days prior
to the date such Substitute Letter of Credit is to become effective deliver to
the Letter of Credit Custodian, Tender Agent and the Trustee (a) a copy of the
agreement pursuant to which Substitute Letter of Credit is issued, and (b) an
Opinion of Counsel stating that such proposed Substitute Letter of Credit
qualifies as a Substitute Letter of Credit under this Indenture and complies
with the terms thereof. In addition to all other requirements to be met
therefor, a draft of such Substitute of Credit, a draft of the related
Reimbursement Agreement and appropriate information concerning the Bank which
will issue such Substitute Letter of Credit shall have been submitted to
Moody's, if Moody's is then maintaining a rating for the Bonds and S&P, if S&P
is then maintaining a rating for the Bonds, and



                                      64
<PAGE>   70

Moody's and S&P, as applicable, shall have given written notice to the Company
at least 35 days prior to the date such Substitute Letter of Credit is to
become effective that, upon the issuance of such Substitute Letter of Credit,
the Bonds will bear the rating specified in such notice which shall be at least
equal to the rating borne by the Bonds prior to such substitution. If the Bonds
are unrated at the time of any proposed substitution, the Company shall obtain
the written consent of the Secretary of the LGC as to the acceptance by the
Letter of Credit Custodian of the Substitute Letter of Credit, unless the
Company shall have provided to the Letter of Credit Custodian written evidence
that the bank deposit obligations or other long-term debt of the Substitute
Bank are rated at least as high as the bank deposit obligations or other
long-term debt of the Initial Bank. In connection with such substitution, the
Letter of Credit Custodian shall also receive an opinion of counsel for the
Bank issuing the Substitute Letter of Credit in substantially the form
delivered to the Letter of Credit Custodian and the Trustee upon issue of the
Initial Letter of Credit.

      The Tender Agent shall give written notice of the Substitute Letter of
Credit to the Trustee, the Letter of Credit Custodian, the Remarketing Agent
and the Owners at least 30 days prior to the date any such Substitute Letter of
Credit is to become effective.

      The Tender Agent shall furnish written notice by first-class mail,
postage prepaid, of the planned substitution of the Substitute Letter of Credit
to the Owners no later than thirty (30) days prior to such substitution
becoming effective.

      Upon the effective date of the Substitute Letter of Credit and receipt of
such Substitute Letter of Credit and accompanying opinions of counsel, the
Letter of Credit Custodian may surrender the Letter of Credit previously in
effect to the Bank which issued it.

      Section 13.04. Notice to Rating Agencies. Upon any expiration or
termination of a Letter of Credit or the obtaining by the Company of a
Replacement Letter of Credit or Substitute Letter of Credit, the Company agrees
to promptly notify the Trustee and Moody's, if the Bonds are rated by Moody's,
and/or S&P, if the Bonds are rated by S&P, of any expiration or termination of
a Letter of Credit or the obtaining by the Company of a Replacement Letter of
Credit or Substitute Letter of Credit. The Trustee shall also notify, Moody's,
if the Bonds are rated by Moody's, and/or S&P, if the Bonds are rated by S&P,
of (i) any conversion of Bonds to a Fixed Rate, or any change in the Interest
Rate Determination Method, (ii) any amendments or modifications of this
Indenture, the Letter of Credit, or the Remarketing Agreement, (iii) the
appointment of a new Remarketing Agent or Tender Agent or (iv) the purchase or
redemption of all the Bonds.

      Section 13.05. Bank Bonds Not Secured by Letter of Credit. In no event
shall the Letter of Credit secure any Bank Bonds, and further, in no event
shall the proceeds of a draw on the Letter of Credit be applied to payment of
principal of, interest on, or Purchase Price of Bank Bonds.



                                      65



<PAGE>   71


                                  ARTICLE XIV

                                 MISCELLANEOUS

      Section 14.01. Covenants of Issuer Bind Successors and Assign. All the
covenants, stipulations, promises and agreements in this Indenture contained,
by or in behalf of the Issuer, shall bind and inure to the benefit of its
successors and assigns, whether so expressed or not.

      Section 14.02. Immunity of Officers. No recourse for the payment of any
part of the principal of, interest on or Purchase Price for any Bond or for the
satisfaction of any liability arising from, founded upon or existing by reason
of the issue, purchase or ownership of the Bonds shall be had against any
director, commissioner, officer, employee, member or agent of the Issuer, the
Trustee, the Bank, or the Company, the LGC, or the State of North Carolina, as
such, all such liability being hereby expressly released and waived as a
condition of and as a part of the consideration for the execution of this
Indenture and the issuance of the Bonds.

      Section 14.03. No Benefits to Outside Parties. Nothing in this Indenture,
express or implied, is intended or shall be construed to confer upon or to give
to any person or corporation, other than the parties hereto, the Owners of the
Bonds issued hereunder and the Bank, any right, remedy or claim under or by
reason of this Indenture or covenant, condition or stipulation thereof; and the
covenants, stipulations and agreements in this Indenture contained are and
shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, the Owners of the Bonds and the Bank.

      Section 14.04. Separability of Indenture Provisions. In case any one or
more of the provisions contained in this Indenture or in the Bonds shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture, but this Indenture shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein.

      Section 14.05. Execution of Indenture in Counterpart . This Indenture may
be simultaneously executed in several counterparts, each of which, when so
executed, shall be deemed to be an original, and such counterparts shall
together constitute one and the same instrument.

      Section 14.06. Headings Not Controlling. The headings of the several
Articles and Sections hereof are inserted for the convenience of reference only
and shall not control or affect the meaning or construction of any of the
provisions hereof.

      Section 14.07. Notices. Any request, demand, authorization, direction,
notice, consent of Owners or other document provided or permitted by this
Indenture shall be sufficient for any purpose under this Indenture, when mailed
registered or certified mail, return receipt requested, postage prepaid (except
as otherwise provided in this Indenture) (with a copy to the other parties) at
the following addresses (or such other address as may be provided by any party
by notice) and shall be deemed to be effective upon receipt:



                                      66


<PAGE>   72

<TABLE>
<S>                                       <C>
If to the Company:                           Crescent Sleep Products Company
                                             1931 Freeman Mill Road
                                             Greensboro, North Carolina 27406
                                             Attention:  President
                                             Telecopier Number:  (336) 273-3025

If to the Issuer:                            The Guilford County Industrial Facilities and
                                             Pollution Control Financing Authority
                                             c/o Edwin Pons, Esq.
                                             Post Office Box 3427
                                             Greensboro, North Carolina 27402
                                             Facsimile Number:  (336)373-3872

If to the Trustee:                           U.S. Bank Trust National Association
                                             180 East Fifth Street
                                             St. Paul, Minnesota 55101
                                             Attention: Corporate Trust Department
                                             Telecopier Number:  (651)244-071

If to the                                    U.S. Bancorp Piper Jaffray Inc.
Remarketing Agent:                           222 South Ninth Street
                                             Minneapolis, Minnesota 55402
                                             Attention: Head of Municipal Underwriting
                                             Telecopier Number:  (612) 342-6966

If to the                                    U.S. Bank National Association
Initial Bank:                                90 South Sixth Street
                                             Minneapolis, Minnesota 55402
                                             Attention: Civic/Nonprofit Banking Group Telecopier
                                             Number:  (612) 973-8368

If to the Letter                             Bank One, Colorado
of Credit Custodian                          1125 17th Street, 4th Floor
                                             Denver, Colorado 80202
                                             Attention: _____________________
                                             Telecopier Number:  (303) 244-5906
</TABLE>


      Section 14.08. References to Bank and Letter of Credit. All references
herein to the Bank, Letter of Credit, Reimbursement Agreement and all
requirements imposed herein with respect thereto shall be of no force and
effect after termination of the Letter of Credit Period and reimbursement to
the Bank of all amounts owing to the Bank pursuant to the terms of the
Reimbursement Agreement.

                                      67


<PAGE>   73


      IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Trust
Indenture to be executed in their respective corporate names and their
respective corporate seals to be hereunto affixed and attested by their duly
authorized officers, all as of the date first above written.

                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       as Trustee

                                       By /s/
                                         ---------------------------------------
                                         Its   Assistant Vice President
                                            ------------------------------------


                                      68

<PAGE>   74

<TABLE>
<S>                                  <C>
                                       THE GUILFORD COUNTY INDUSTRIAL
                                       FACILITIES AND POLLUTION CONTROL
                                       FINANCING AUTHORITY

                                       By:  /s/
                                          --------------------------------------
                                                       Chairman

Attest:

/s/
-----------------------------
Secretary

</TABLE>





                                      69
<PAGE>   75


                                   EXHIBIT A

                          Variable Rate Form of Bond

                           UNITED STATES OF AMERICA

                            STATE OF NORTH CAROLINA
                              COUNTY OF GUILFORD

                   THE GUILFORD COUNTY INDUSTRIAL FACILITIES
                   AND POLLUTION CONTROL FINANCING AUTHORITY

                      INDUSTRIAL DEVELOPMENT REVENUE BOND
                    (CRESCENT SLEEP PRODUCTS COMPANY PROJECT)

                                  Series 1999
<TABLE>
<S>                                                           <C>
No. R-I                                                          $5,900,000
</TABLE>


      THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN
THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO
HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN.


<TABLE>
<CAPTION>
Interest Mode          Maturity Date           Date of Issuance        CUSIP
-------------          -------------           ----------------        -----
<S>                  <C>                      <C>                     <C>
Variable               September 1, 2019       September 17, 1999
</TABLE>

<TABLE>
<S>               <C>
Registered Owner:    CEDE & CO.

Principal Amount:  FIVE MILLION NINE HUNDRED THOUSAND DOLLARS ($5,900,000)
</TABLE>


      The Guilford County Industrial Facilities and Pollution Control Financing
Authority, a political subdivision of the State of North Carolina (the
"Issuer"), for value received, promises to pay to the registered owner named
above or registered assigns, on the maturity date specified above, upon
surrender hereof, the principal sum stated above, and to pay interest on said
sum at the rate and at the times described herein.

      The principal of this Bond, while in the Variable Rate Mode, is payable
in lawful money of the United States of America at the principal corporate
trust office of U.S. Bank Trust National Association in St. Paul, Minnesota, as
Tender Agent (together with its successors, the "Tender Agent") or at the duly
designated office of any successor Tender Agent under the Trust Indenture dated
as of September 1, 1999 between the Issuer and U.S. Bank Trust National
Association, as trustee (the "Trustee") having its principal corporate trust
office in St. Paul, Minnesota (which Trust Indenture, as from time to time
amended and supplemented, is hereinafter referred to as the "Indenture"). The
principal of this Bond, while in the Fixed Rate Mode, is payable in lawful
money of the United States of America at the principal corporate trust office
of the Trustee.



                                      A 1


<PAGE>   76




      Interest shall be paid hereon on the following dates (the "Interest
Payment Dates"): (i) when this Bond is in the Variable Rate Mode, the first day
of each month, commencing October 1, 1999; (ii) each Mandatory Tender Date (as
herein defined); and (iii) when this Bond is in the Fixed Rate Mode, the first
March 1 or September 1 which is at least three (3) months after the Conversion
Date and each March 1 and September 1 thereafter. With respect to any of the
above, if any date so specified is not a Business Day, interest shall be paid
on the immediately following Business Day with the same effect as if paid on
the stated Interest Payment Date.

      Interest on this Bond, except interest due on a Mandatory Tender Date, an
Optional Tender Date that is an Interest Payment Date, or on the maturity date,
shall be paid on each Interest Payment Date:

      (i)    by check or draft of the Tender Agent with respect to Bonds in the
Variable Rate Mode, or by check or draft of the Trustee with respect to Bonds
in the Fixed Rate Mode, in each case mailed to such registered owner at such
owner's address as it appears on the Register or at such other address as is
furnished to the Tender Agent or the Trustee in writing by such owner; or

      (ii)    with respect to Bonds in the Variable Rate Mode, by wire transfer
to registered owners of at least $1,000,000 in aggregate principal amount of
Bonds, upon such prior notice from the registered owner as may be satisfactory
to the Tender Agent.

Interest payable with respect to Bonds in the Variable Rate Mode on an Optional
Tender Date that is an Interest Payment Date, a Mandatory Tender Date, or their
maturity date, shall be paid only upon presentation of this Bond to the Tender
Agent, except as otherwise provided in Section 2.12 of the Indenture. Interest
payable with respect to Bonds in the Fixed Rate Mode on their maturity date or
a Mandatory Tender Date, shall be paid only upon presentation of this Bond to
the Trustee.

      This Bond is one of an authorized issue of Bonds designated Industrial
Development Revenue Bonds (Crescent Sleep Products Company Project) Series 1999
in the aggregate principal amount of $5,900,000 (the "Bonds") issued by the
Issuer to provide funds to finance the acquisition, construction and equipping
of 133,000 square foot facility for the purpose of manufacturing mattresses
located on an approximately 14.8 acre site in Guilford County, pursuant to and
in full conformity with the Constitution and laws of the State of North
Carolina, including the Industrial and Pollution Control Facilities Financing
Act, Chapter 159C of the North Carolina General Statutes, as amended, and an
authorizing resolution adopted by the Issuer on September 15, 1999. The Issuer
has entered into a Loan Agreement dated as of September 1, 1999 with Crescent
Sleep Products Company, a Delaware corporation (the "Company"), with respect to
the proceeds of the Bonds.

      The Bonds are all issued under and are equally and ratably secured by and
entitled to the protection of the Indenture. The Bonds are special obligations
of the Issuer to which the payments paid by the Company pursuant to the Loan
Agreement have been and are hereby irrevocably pledged. The Bonds do not
constitute a debt of the Issuer within the meaning of any constitutional or
statutory limitations, and neither the full faith and credit nor the taxing
power of the Issuer, the State of North Carolina, or any political subdivision
thereof is pledged to the payment of the Bonds.




                                      A-2


<PAGE>   77


      THE BONDS AND THE INTEREST THEREON AND REDEMPTION PREMIUM, IF ANY, SHALL
NOT BE DEEMED TO CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE
STATE OF NORTH CAROLINA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING,
WITHOUT LIMITATION, THE ISSUER AND GUILFORD COUNTY, NORTH CAROLINA. NEITHER THE
STATE OF NORTH CAROLINA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING,
WITHOUT LIMITATION, THE ISSUER AND GUILFORD COUNTY, NORTH CAROLINA, SHALL BE
OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS
OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES ASSIGNED AND PLEDGED
THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
NORTH CAROLINA OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING, WITHOUT
LIMITATION, THE ISSUER AND GUILFORD COUNTY, IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS
INCIDENT THERETO. THE ISSUER HAS NO TAXING POWER.

      The Company has obtained an initial letter of credit (the "Initial Letter
of Credit" and together with any Substitute Letter of Credit or Replacement
Letter of Credit (as such terms are defined in the Indenture, the "Letter of
Credit") from U.S. Bank National Association (together with the issuer of any
Substitute Letter of Credit or Replacement Letter of Credit, the "Bank"), which
Initial Letter of Credit will expire, unless extended or renewed, on March 31,
2003. The Letter of Credit will be held and drawn upon by Bank One, Colorado,
N.A., as letter of credit custodian (the "Letter of Credit Custodian") pursuant
to the Indenture and a Letter of Credit Custodian Agreement among the Trustee,
the Company and the Letter of Credit Custodian dated as of September 1, 1999.
The Letter of Credit Custodian is authorized and instructed to draw upon the
Letter of Credit amounts sufficient to pay principal of, up to 51 days' accrued
interest on, and the Purchase Price of the Bonds together with Discharge
Expenses. Reference is hereby made to the Indenture for a description of the
property pledged and assigned, the provisions, among others, with respect to
the nature and extent of the security, the rights, duties and obligations of
the Issuer, the Trustee, the Company, the Bank and the owners of the Bonds and
the terms upon which the Bonds are issued and secured.

      At the time of issuance, the Bonds will bear interest at the Weekly Rate.
The Bonds may subsequently bear interest at the Daily Rate, the Monthly Rate,
or the Fixed Rate. All of such terms are as defined and described herein.

      During any period when this Bond bears interest at the Variable Rate as
provided in the Indenture (consisting of the Weekly Rate, the Daily Rate or the
Monthly Rate), this Bond shall be in the "Variable Rate Mode". If this Bond has
been converted as provided in the Indenture to bear interest at a Fixed Rate,
this Bond shall be in the "Fixed Rate Mode."

      As used herein, "Business Day" means any day which is not a Saturday or
Sunday and is not a day on which banking institutions in Minnesota or the city
in which the principal office of the Trustee is located, are authorized or
required by law to close, or on which the New York Stock Exchange is closed.



                                      A-3


<PAGE>   78


      When this Bond bears interest at the Weekly Rate, the Remarketing Agent
(as defined in the Indenture) shall on the date of issuance and on Wednesday of
each week, or if Wednesday is not a Business Day, the immediately preceding
Business Day, determine the Weekly Rate which shall become effective on the
following Thursday and will be effective through the Wednesday thereafter. When
this Bond bears interest at the Daily Rate or the Monthly Rate, the Remarketing
Agent shall set the applicable rate on the dates described in the Indenture.
Each Variable Rate shall be the lowest rate which, in the judgment of the
Remarketing Agent (having due regard to prevailing market conditions) would
enable the Bonds to be sold at 100% of the principal amount thereof on the next
Business Day provided that such rate shall not exceed the Maximum Rate as
defined in the Indenture, and provided that, in the event of a failure to make
any such determination, then the Variable Rate shall be the Variable Rate in
effect immediately prior thereto.

      If Bonds are converted to bear interest at a Fixed Rate, the Fixed Rate
applicable to the Bonds shall be the rate or rates determined by the
Remarketing Agent on a date not more than 35 days nor less than 10 days prior
to the Proposed Conversion Date or Fixed Rate Mandatory Tender Date (such terms
as defined in the Indenture); provided that such rate shall not exceed the
Maximum Rate as defined in the Indenture. The Fixed Rate applicable to each
Bond shall be the lowest rate which, in the judgment of the Remarketing Agent
(having due regard to the prevailing market conditions), would be necessary to
enable the Bonds to be sold at 100% of the principal amount thereof on the
Proposed Conversion Date or Fixed Rate Mandatory Tender Date.

      Interest on Bonds in the Variable Rate Mode shall be calculated on the
basis of actual days elapsed and a year of 365 or 366 days, as appropriate.
Interest on Bonds in the Fixed Rate Mode shall be calculated on the basis of a
year of 360 days and twelve 30-day months.

      The Bonds shall, when issued, bear interest from the date of issuance,
and any Bond which is subsequently authenticated and delivered shall bear
interest from the most recent Interest Payment Date on which interest has been
paid with respect to that Bond or the Bond for which it is exchanged. Each Bond
shall bear the date of its authentication.

      During any period when this Bond is in the Variable Rate Mode, the owner
of this Bond shall have the right to require that this Bond be purchased on any
Optional Tender Date at the Purchase Price. The owner may demand that this Bond
be purchased in whole or in part, provided that if it is to be purchased in
part, the owner must demand purchase of Bonds in the amount of at least
$100,000 in principal amount, and the portion retained, if any, must be at
least $100,000 in principal amount. In order to demand purchase of this Bond
when it is in the Variable Rate Mode, the owner hereof must deliver to the
Tender Agent and the Remarketing Agent, a written notice (a "Tender Notice").
"Optional Tender Date" means the day set forth in the Tender Notice, which day
shall be a Business Day not less than (a) one Business Day after the delivery
of the Tender Notice if the Bonds bear interest at the Daily Rate, or (b) seven
calendar days after the delivery of the Tender Notice if the Bonds bear
interest at the Weekly Rate or Monthly Rate. The Tender Notice must state (i)
the principal amount of this Bond to be purchased, (ii) the Optional Tender
Date and (iii) if less than all of the owner's Bonds are to be purchased, the
numbers of the Bonds to be purchased. The "Purchase Price" of this Bond shall
be 100% of the principal amount hereof plus, for any purchase on an Optional
Tender Date that is not an Interest Payment Date, accrued interest to the
Optional




                                      A-4
<PAGE>   79

Tender Date. THE EXERCISE OF AN OPTION BY THE OWNER OF THIS BOND TO HAVE THIS
BOND PURCHASED BY DELIVERY OF A TENDER NOTICE IS IRREVOCABLE AND BINDING ON
SUCH OWNER AND CANNOT BE WITHDRAWN WHETHER OR NOT THIS BOND IS TENDERED FOR
PAYMENT ON THE OPTIONAL TENDER DATE.

      If the owner of this Bond has duly delivered a Tender Notice, then, on
the Optional Tender Date, a new Bond in replacement hereof will be
authenticated and delivered to the new owner, and this Bond or the portion
subject to the Tender Notice will cease to bear interest and, under the terms
of the Indenture, will be deemed to be no longer outstanding, and, from that
date, the owner hereof will be entitled only to the payment of the Purchase
Price.

      The owner of this Bond is required to tender this Bond for purchase at a
purchase price of 100% of the principal amount thereof plus accrued interest,
if any, on the following dates (each of which is a "Mandatory Tender Date"):

      (a)    any Proposed Conversion Date, whether or not the Bonds are
converted to the Fixed Rate Mode on such date;

      (b)    the day on which the Letter of Credit, by its terms, expires (the
"Letter of Credit Termination Date");

      (c)    if this Bond is in the Fixed Rate Mode, on the Fixed Rate
Mandatory Tender Date;

      (d)    on the proposed effective date of a change in the type of Variable
Rate (Weekly Rate, Daily Rate or Monthly Rate) to be borne hereby; and

      (e)    on the date of purchase by the Bank in lieu of acceleration under
Section 7.02 of the Indenture.

When this Bond is in the Variable Rate Mode, tender of this Bond shall be made
to the Tender Agent; when this Bond is in the Fixed Rate Mode, tender of this
Bond shall be made to the Trustee.

      If this Bond is subject to mandatory tender, then on the Mandatory Tender
Date, a new Bond in replacement hereof will be authenticated and delivered to
the new owner, and this Bond will cease to bear interest and, under the terms
of the Indenture, will be deemed to be no longer outstanding, and, from that
date, the owner hereof will be entitled only to the payment of the Purchase
Price.

      Optional Redemption. Bonds in the Variable Rate Mode may be redeemed, in
whole or in part, on any Interest Payment Date, in each case at the option of
the Company but only with the prior written consent of the Bank and at a
redemption price equal to 100% of the principal amount of the Bonds being
redeemed plus accrued interest, if any, to the redemption date. In order to
exercise its option to so redeem Bonds in the Variable Rate Mode, the Company
shall deliver to the Trustee notice of its election to so redeem, accompanied
by the written consent of the Bank to such redemption, at least thirty-five
(35) days prior to the proposed redemption date.




                                      A-5


<PAGE>   80


      Bonds in the Fixed Rate Mode may be redeemed in whole or in part on any
date for which proper notice of redemption can be given, in each case by the
Issuer at the option of the Company, as provided in the Indenture.

      Extraordinary Redemption. The Bonds are subject to redemption, in whole
or in part, at any time, by the Trustee at the direction of the Bank, or in the
event the Bonds are not secured by a Letter of Credit, at the direction of the
Company, from insurance proceeds or condemnation awards upon the damage or
destruction or condemnation of the Project, if such amounts are not applied to
the reconstruction of the Project. In the event of a partial redemption of the
Bonds pursuant to this paragraph, the Bank, or in the event the Bonds are not
secured by the Letter of Credit, the Company, shall direct which Bonds are to
be redeemed.

      Notice of Redemption. Notice of the call for redemption shall be given as
provided in the Indenture to the registered owner of the Bonds to be redeemed
at the address last shown on the registration books. Failure to give such
notice by mailing, or any defect therein, shall not affect the validity of any
proceedings for the redemption of any other Bonds. Bonds called for redemption
will cease to bear interest after the date specified for their redemption,
provided funds for the payment thereof are then on deposit at the place of
payment.

      This Bond is fully transferable by the registered owner hereof in person
or by his duly authorized attorney on the registration books kept at the
principal office of the Trustee, while the Bonds are in the Fixed Rate Mode or
the Tender Agent, while the Bonds are in the Variable Rate Mode, upon surrender
of this Bond, together with a duly executed written instrument of transfer;
subject, however, to the terms of the Indenture which limit the transfer and
exchange of Bonds during certain periods. Upon such transfer, a new fully
registered Bond or Bonds of the same maturity and of Authorized Denominations
for the same aggregate principal amount will be issued to the transferee in
exchange herefor, all subject to the terms and conditions set forth in the
Indenture. As used herein, "Authorized Denominations" means, with respect to
Bonds in the Variable Rate Mode, denominations of $100,000 and greater integral
multiples of $5,000, and with respect to Bonds in the Fixed Rate Mode,
denominations of $5,000 and integral multiples thereof. The Issuer, the Trustee
and the Tender Agent may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether or not this Bond shall be
overdue, for the purpose of receiving payment and for all other purposes, and
neither the Issuer, the Trustee nor the Tender Agent shall be affected by any
notice to the contrary.

      The registered owner of this Bond shall have no right to enforce the
provisions of the Indenture or to institute action to enforce the pledge,
assignment or covenants made therein or to take any action with respect to an
event of default under the Indenture or to institute, appear in or defend any
suit, action or other proceeding at law or in equity with respect thereto,
except as provided in the Indenture.

      It is hereby certified, recited and declared that all conditions, acts
and things required by the Constitution or statutes of the State of North
Carolina or the Indenture to exist, to have happened or to have been performed
precedent to or in the issuance of this Bond exist, have happened and have been
performed.




                                      A-6


<PAGE>   81


      This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose
until the Authenticating Agent shall have signed the certificate of
authentication hereon.




                                      A-7


<PAGE>   82


      IN WITNESS WHEREOF, The Guilford County Industrial Facilities and
Pollution Control Financing Authority has caused this Bond to be executed in
its behalf by the manual or facsimile signatures of its authorized officers and
sealed with its corporate seal or a facsimile thereof.

<TABLE>
<S>                                   <C>
                                       THE GUILFORD COUNTY INDUSTRIAL
                                       FACILITIES AND POLLUTION CONTROL
                                       FINANCING AUTHORITY

(SEAL)                                 By
                                         ---------------------------------------
                                                         Chairman

Attest:



----------------------------------
Secretary

Authentication Date:
                    --------------
</TABLE>

                         CERTIFICATE OF AUTHENTICATION

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

                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       as Authenticating Agent

                                       By
                                         ---------------------------------------
                                         Authorized Signature


                                      A-8


<PAGE>   83


                                  ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the within bond and all rights thereunder, and
hereby irrevocably ______________________constitutes and appoints to transfer
the within bond on the books kept for registration thereof with full power of
substitution in the premises.

Dated:

Signature Guaranteed:
                     -----------------------------------------------------------
Address of transferee:
                     -----------------------------------------------------------

Social security or other tax identification number of transferee:

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

NOTICE: The signature to this assignment must correspond with the name as it
appears on the face of the within bond in every particular without alteration
or enlargement or any change whatever.



                                      A-9