<PAGE>   1
                     ---------------------------------------


                       MICHIGAN CONSOLIDATED GAS COMPANY,
                                    AS ISSUER


                                       TO


                                 CITIBANK, N.A.,
                                   AS TRUSTEE


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


                                    INDENTURE

                             SENIOR DEBT SECURITIES

                            DATED AS OF JUNE 1, 1998


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


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




<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                           PAGE

                                   ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>          <C>                                                                           <C>
Section 1.1   Definitions.....................................................................1
Section 1.2   Compliance Certificates and Opinions............................................9
Section 1.3   Form of Documents Delivered to Trustee.........................................10
Section 1.4   Acts of Holders................................................................11
Section 1.5   Notices, Etc., to Trustee and Company..........................................11
Section 1.6   Notice to Holders; Waiver......................................................12
Section 1.7   Conflict with Trust Indenture Act..............................................12
Section 1.8   Effect of Headings and Table of Contents.......................................12
Section 1.9   Successors and Assigns.........................................................13
Section 1.10  Separability Clause............................................................13
Section 1.11  Benefits of Indenture..........................................................13
Section 1.12  Governing Law..................................................................13
Section 1.13  Legal Holidays.................................................................13
Section 1.14  No Recourse Against Others.....................................................13

                                   ARTICLE II.
                                 SECURITY FORMS

Section 2.1   Forms Generally................................................................14
Section 2.2   Form of Face of Security.......................................................14
Section 2.3   Form of Reverse of Security....................................................17
Section 2.4   Form of Trustee's Certificate of Authentication................................23
Section 2.5   Securities in Global Form......................................................23
Section 2.6   CUSIP Number...................................................................24
Section 2.7   Form of Legend for the Securities in Global Form...............................24

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.1   Amount Unlimited; Issuable in Series...........................................24
Section 3.2   Denominations..................................................................26
Section 3.3   Execution, Authentication, Delivery and Dating.................................27
Section 3.4   Temporary Securities...........................................................29
Section 3.5   Registration, Registration of Transfer and Exchange............................30
Section 3.6   Mutilated, Destroyed, Lost and Stolen Securities...............................32
Section 3.7   Payment of Interest; Interest Rights Preserved.................................32
Section 3.8   Persons Deemed Owners..........................................................33
Section 3.9   Cancellation...................................................................34
Section 3.10  Computation of Interest........................................................34
</TABLE>


                                       2
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<TABLE>
<S>          <C>                                                                           <C>

                                   ARTICLE IV.
                 COLLATERAL BONDS; SUBSTITUTED COLLATERAL BONDS

Section 4.1   Collateral Bonds Held by the Trustee...........................................34
Section 4.2   No Transfer of Collateral Bonds; Exception.....................................35
Section 4.3   Delivery to the Company of All Collateral Bonds................................35
Section 4.4   Further Assurances.............................................................35
Section 4.5   Exchange and Surrender of Collateral Bonds.....................................35
Section 4.6   Acceptance of Additional Collateral Bonds......................................36
Section 4.7   Terms of Collateral Bonds......................................................36
Section 4.8   Collateral Bonds as Security for Securities;
              Application of Payment on Collateral Bonds.....................................36
Section 4.9   Substituted Collateral Bonds...................................................37

                                   ARTICLE V.
                           SATISFACTION AND DISCHARGE

Section 5.1   Satisfaction and Discharge of Indenture........................................38
Section 5.2   Application of Trust Money.....................................................39

                                   ARTICLE VI.
                                    REMEDIES

Section 6.1   Events of Default..............................................................39
Section 6.2   Acceleration of Maturity; Rescission and Annulment.............................41
Section 6.3   Collection of Indebtedness and Suits for Enforcement by Trustee................42
Section 6.4   Trustee May File Proofs of Claim...............................................43
Section 6.5   Trustee May Enforce Claims Without Possession of Securities....................43
Section 6.6   Application of Money Collected.................................................43
Section 6.7   Limitation on Suits............................................................44
Section 6.8   Unconditional Right of Holders to Receive......................................44
Section 6.9   Restoration of Rights and Remedies.............................................45
Section 6.10  Rights and Remedies Cumulative.................................................45
Section 6.11  Delay or Omission Not Waiver...................................................45
Section 6.12  Control by Holders.............................................................45
Section 6.13  Waiver of Past Defaults........................................................46
Section 6.14  Undertaking for Costs..........................................................46

                                  ARTICLE VII.
                                   THE TRUSTEE

Section 7.1   Certain Duties and Responsibilities of the Trustee.............................46
Section 7.2   Notice of Defaults.............................................................47
Section 7.3   Certain Rights of Trustee......................................................47
Section 7.4   Not Responsible for Recitals or Issuance of Securities.........................48
Section 7.5   May Hold Securities............................................................48
Section 7.6   Money Held in Trust............................................................48
</TABLE>


                                       3
<PAGE>   4

<TABLE>

<S>          <C>                                                                           <C>
Section 7.7   Compensation and Reimbursement.................................................48
Section 7.8   Disqualification Conflicting Interests.........................................49
Section 7.9   Corporate Trustee Required; Eligibility........................................49
Section 7.10  Resignation and Removal; Appointment of Successor..............................50
Section 7.11  Acceptance of Appointment by Successor.........................................51
Section 7.12  Merger, Conversion, Consolidation or Succession to Business....................52
Section 7.13  Preferential Collection of Claims Against Company..............................52
Section 7.14  Appointment of Authenticating Agent............................................52

                                  ARTICLE VIII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 8.1   Company to Furnish Trustee Names and Addresses of Holders......................54
Section 8.2   Preservation of Information; Communications to Holders.........................54
Section 8.3   Reports by Trustee.............................................................55
Section 8.4   Reports by Company.............................................................56

                                   ARTICLE IX.
                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

Section 9.1   When Company May Merge, Etc....................................................57
Section 9.2   Opinion of Counsel.............................................................57
Section 9.3   Successor Corporation Substituted..............................................57

                                   ARTICLE X.
                             SUPPLEMENTAL INDENTURES

Section 10.1  Supplemental Indentures Without Consent of Holders.............................58
Section 10.2  Supplemental Indentures with Consent of Holders................................59
Section 10.3  Execution of Supplemental Indentures...........................................60
Section 10.4  Effect of Supplemental Indentures..............................................60
Section 10.5  Conformity with Trust Indenture Act............................................60
Section 10.6  Reference in Securities to Supplemental Indentures.............................60

                                   ARTICLE XI.
                                    COVENANTS

Section 11.1  Payments of Securities.........................................................60
Section 11.2  Maintenance of Office or Agency................................................61
Section 11.3  Corporate Existence............................................................61
Section 11.4  Payment of Taxes and Other Claims..............................................61
Section 11.5  Maintenance of Properties......................................................62
Section 11.6  Compliance Certificates........................................................62
Section 11.7  Commission Reports.............................................................63
Section 11.8  Waiver of Stay, Extension or Usury Laws........................................63
Section 11.9  Money for Securities Payments to Be Held in Trust..............................63
Section 11.10 Limitation on Liens............................................................64
</TABLE>


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<TABLE>

<S>          <C>                                                                           <C>
Section 11.11 Limitation on Sale and Leaseback Transactions..................................66
Section 11.12 Waiver of Certain Covenants....................................................66

                              ARTICLE XII.
                        REDEMPTION OF SECURITIES

Section 12.1  Applicability of Article.......................................................67
Section 12.2  Election to Redeem; Notice to Trustee..........................................67
Section 12.3  Election by Trustee of Securities to Be Redeemed...............................67
Section 12.4  Notice of Redemption...........................................................68
Section 12.5  Deposit of Redemption Price....................................................68
Section 12.6  Securities Payable on Redemption Date..........................................69
Section 12.7  Securities Redeemed in Part....................................................69

                                  ARTICLE XIII.
                                  SINKING FUNDS

Section 13.1  Applicability of Article.......................................................69
Section 13.2  Satisfaction of Sinking Fund Payments with Securities..........................70
Section 13.3  Redemption of Securities for Sinking Fund......................................70

                              ARTICLE XIV.
                   DEFEASANCE AND COVENANT DEFEASANCE

Section 14.1  Applicability of Article; Company's Option to Effect Defeasance or
              Covenant Defeasance............................................................70
Section 14.2  Defeasance and Discharge.......................................................71
Section 14.3  Covenant Defeasance............................................................71
Section 14.4  Conditions to Defeasance or Covenant Defeasance................................71
Section 14.5  Deposited Money and Government Obligations To Be Held In Trust.................73

                                   ARTICLE XV.
                                  MISCELLANEOUS

Section 15.1  Miscellaneous..................................................................74
</TABLE>


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<PAGE>   6

                        MICHIGAN CONSOLIDATED GAS COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                     and Indenture, dated as of June 1, 1998

                                 Trust Indenture





Act Section                                                    Indenture Section
Section 310(a)(1)..........................................           7.9
         (a)(2)............................................           7.9
         (a)(3)............................................     Not Applicable
         (a)(4)............................................     Not Applicable
         (b)...............................................        7.8,7.10
Section 311 (a)............................................          7.13
         (b)...............................................          7.13
Section 312(a).............................................       8.1, 8.2(a)
         (b)...............................................         8.2(b)
         (c)...............................................         8.2(c)
Section 313(a).............................................         8.3(a)
         (b)...............................................     Not Applicable
         (c)...............................................     8.3(a), 8.3(b)
         (d)...............................................         8.3(b)
Section 314(a).............................................           8.4
         (b)...............................................     Not Applicable
         (c)(1)............................................           1.2
         (c)(2)............................................           1.2
         (c)(3)............................................     Not Applicable
         (d)...............................................     Not Applicable
         (e)...............................................           1.2
Section 315(a).............................................         7.1 (a)
         (b)...............................................           7.2
         (c)...............................................         7.1 (b)
         (d)...............................................         7.1 (c)
         (d)(1)............................................     7.1(a), 7.1 (c)
         (d)(2)............................................         7.1 (c)
         (d)(3)............................................         7.1 (c)
         (e)...............................................          6.14
Section 316(a)(1)(A).......................................          6.12
         (a)(1)(B).........................................        6.2, 6.13
         (a)(2)............................................     Not Applicable
         (b)...............................................           6.8
Section 317(a)(1)..........................................           6.3


                                       6
<PAGE>   7

         (a)(2)............................................           6.4
         (b)...............................................          11.9
Section 318(a).............................................           1.7


---------------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of this Indenture.


                                       7
<PAGE>   8


         INDENTURE, dated as of June 1, 1998, between MICHIGAN CONSOLIDATED GAS
COMPANY, a corporation duly organized and existing under the laws of the State
of Michigan (herein called the "COMPANY"), having its principal office at 500
Griswold Street, Detroit, Michigan 48226, and Citibank, N.A., a national banking
association incorporated and existing under and by virtue of the laws of the
United States of America, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

         Subject to the provisions of Section 4.8 hereof, the Company has issued
First Mortgage Bonds (as hereinafter defined) and has issued and delivered
Collateral Bonds to the Trustee to hold in trust for the benefit of the
respective Holders (as hereinafter defined) from time to time of the related
issue of Securities. Any payment by the Company of principal of, premium, if
any, and interest on, a series of First Mortgage Bonds will be applied by the
Trustee to satisfy the Company's obligations with respect to the principal of,
premium, if any, and interest on, the related issue of Securities. Pursuant to
the terms and provisions hereof, the Company may issue and deliver to the
Trustee additional First Mortgage Bonds for such purpose or require the Trustee
to deliver to the Company for cancellation any and all Collateral Bonds held by
the Trustee.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1.      Definitions.

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

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


<PAGE>   9
         (2)      all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (3)      all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

         (4)      the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

         (5)      the words "HEREIN," "HEREOF" and "HEREUNDER" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

         Certain terms, used principally in Article Seven, are defined in that
Article.

         "ACT," when used with respect to any Holder, has the meaning specified
in Section 1.4.

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

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

         "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "BOARD OF DIRECTORS" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "Board of Directors" shall also mean any duly
authorized committee of the Board of Directors of the Company or Officer
authorized to act with respect to any particular matter to exercise the power of
the Board of Directors of the Company.

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

         "BUSINESS DAY," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or regulation to close.

         "CAPITAL STOCK" of any Person shall mean any and all shares, interests,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any preferred stock, but excluding any debt
securities convertible into such equity.


                                       2
<PAGE>   10

         "CAPITALIZED LEASE OBLIGATION" means an obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with such
principles.

         "COLLATERAL BONDS," shall mean any First Mortgage Bonds issued by the
Company under the First Mortgage Indenture and issued and delivered to the
Trustee pursuant to Section 4.6.

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

         "COMMON DEPOSITARY" has the meaning specified in Section 3.4.

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

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller,
an Assistant Controller, its Secretary or an Assistant Secretary, and delivered
to the Trustee:

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 111 Wall Street, 5th Floor, New York,
New York 10043, Attention: Corporate Agency and Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company).

         "COVENANT DEFEASANCE" has the meaning specified in Section 14.3.

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

         "DEFEASANCE" has the meaning specified in Section 14.2.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 6.1.



                                       3
<PAGE>   11

         "EXCHANGE ACT" means the Securities and Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

         "FIRST MORTGAGE BONDS" shall mean all First Mortgage Bonds issued by
the Company and outstanding under the First Mortgage Indenture, including in all
events any Collateral Bonds issued and delivered to and held by the Trustee.

         "FIRST MORTGAGE INDENTURE" shall mean the Twenty-Ninth Supplemental
Indenture dated as of July 15, 1989 providing for the restatement of the
Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between the
Company and the Trustee and Robert T. Kirchner which became effective on April
1, 1994, as supplemented and amended by the supplemental indentures thereto.

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

         "INDEBTEDNESS" of any Person means, without duplication, (i) the
principal of and premium (if any) in respect of (A) indebtedness of such Person
for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1.

         "INITIAL SECURITIES" shall mean Securities in an aggregate principal
amount of $150,000,000 authenticated and delivered upon the execution of this
Indenture.

         "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.



                                       4
<PAGE>   12

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

         "LIEN," means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, capitalized lease or other title retention
agreement).

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

         "MORTGAGE," shall mean and include any mortgage, pledge, lien or
security interest.

         "MORTGAGE TRUSTEE," shall mean the Person serving as trustee at the
time under the First Mortgage Indenture.

         "OFFICER" means the Chairman of the Board, the Vice Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of the
Company.

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

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

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

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

                  (i)  Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Securities;
         provided that, if such Securities are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;



                                       5
<PAGE>   13

                  (iii) Securities which have been paid pursuant to Section 3.6
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; and

                  (iv)  Securities which have been defeased pursuant to Section
         14.2;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be that portion of the principal amount
thereof that could be declared to be due and payable upon the occurrence of an
Event of Default and the continuation thereof pursuant to the terms of such
Original Issue Discount Security as of the date of such determination and (b)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

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

         "PLACE OF PAYMENT," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

         "PROJECT FINANCE INDEBTEDNESS" means Indebtedness of a Subsidiary
secured by a Lien on any property acquired, constructed or improved by such
Subsidiary after the date of this Indenture which Lien is created or assumed
contemporaneously with, or within 120 days after, such acquisition or completion
of such construction or improvement, or within six months thereafter pursuant to
a firm commitment for financing arranged with a lender or investor within such
120-day period, to secure or provide for the payment of all or any part of the
purchase price of such property or the cost of such construction or improvement,
or on any property existing at the time of acquisition thereof; provided that
such a Lien shall not apply to any property theretofore owned by any such
Subsidiary other than, in the case of any such construction or improvement, any
-theretofore unimproved real property on which the property so constructed or
the improvement is located; and provided further that such Indebtedness, by its
terms, shall limit



                                       6
<PAGE>   14

the recourse of any holder of such Indebtedness (or trustee on such holder's
behalf) in the event of any default in such Indebtedness to the assets subject
to such Liens and the capital stock of the Subsidiary issuing such Indebtedness.
Notwithstanding the foregoing, Project Finance Indebtedness shall include all
Indebtedness that would constitute Project Finance Indebtedness but for the fact
that such Indebtedness was issued prior to the date of this Indenture and taking
into account the fact that the property subject to the Lien may have been
acquired prior to the date of this Indenture.

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

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

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1.

         "RELATED ISSUE OF COLLATERAL BONDS," shall mean, when used in reference
to an issue of Notes, the issue of Collateral Bonds, having the same stated rate
or rates of interest (or interest calculated in the same manner), Interest
Payment Dates, stated maturity date and redemption provisions, and in the same
aggregate principal amount, delivered to the Trustee pursuant to Section 4.6 in
connection with the initial authentication and issuance of such Notes pursuant
to Section 3.3.

         "RELATED ISSUE OF SUBSTITUTED COLLATERAL BONDS," shall mean, when used
in reference to an issue of Notes, the issue of Substituted Collateral Bonds,
having the same stated rate or rates of interest (or interest calculated in the
same manner), Interest Payment Dates, stated maturity date and redemption
provisions, and in the same aggregate principal amount, delivered to the Trustee
pursuant to Section 4.9.

         "RELEASE DATE," shall mean the date as of which all First Mortgage
Bonds, other than Collateral Bonds, have been retired through payment,
redemption, or otherwise (including those First Mortgage Bonds the payment for
which has been provided for in accordance with the First Mortgage Indenture) at,
before or after the maturity thereof provided that no Default or Event of
Default has occurred and is continuing.

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
vice president, any assistant vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any senior trust officer, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


                                       7
<PAGE>   15

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

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.5.

         "SIGNIFICANT SUBSIDIARY" means a Subsidiary or Subsidiaries of the
Company possessing assets (including the assets of its own Subsidiaries but
without regard to the Company or any other Subsidiary) having a book value, in
the aggregate, equal to not less than 10% of the book value of the aggregate
assets of the Company and its Subsidiaries calculated on a consolidated basis.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Company.

         "SUBSTITUTED COLLATERAL BONDS," shall mean any mortgage bonds issued by
the Company under a Substituted Mortgage Indenture and delivered to the Trustee
pursuant to Section 4.9 hereof.

         "SUBSTITUTED MORTGAGE INDENTURE" shall mean a mortgage indenture of the
Company designated by the Company to the Trustee as a Substituted Mortgage
Indenture pursuant to Section 4.9.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as so amended.

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


                                       8
<PAGE>   16

         "U.S. DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more permanent
global Securities, the Person designated as U.S. Depositary by the Company
pursuant to Section 3.1, which must be a clearing agency registered under the
Exchange Act until a successor U.S. Depositary shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "U.S. Depositary"
shall mean or include each Person who is then a U.S. Depositary hereunder, and
if at any time there is more than one such Person, "U.S. Depositary" shall mean
the U.S. Depositary with respect to the Securities of that series.

         "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the
full faith and credit of the United States of America which, in either case, are
not callable or redeemable at the option of the issuer thereof or otherwise
subject to prepayment, and shall also include a depository receipt issued by a
New York Clearing House bank or trust company as custodian with respect to any
such U.S. Government Obligation or a specific payment or interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt or from any amount held by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

         "VALUE" means, with respect to a Sale and Leaseback Transaction, as of
any particular time, the amount equal to the greater of (i) the net proceeds of
the sale and transfer of the real property leased pursuant to such Sale and
Leaseback Transaction or (ii) the fair market value, in the good faith opinion
of the Board of Directors of the Company, of such real property at the time of
entering into such Sale and Leaseback transaction, in either case divided first
by the number of full years of the term of the lease and then multiplied by the
number of full years of such term remaining at the time of determination,
without regard to any renewal or extension options contained in the lease.

         "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president"

Section 1.2       Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, other than as action permitted
by Sections 2.5 and 8.4, the Company shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by


                                       9
<PAGE>   17

any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

Section 1.3       Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
Officer or Officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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

Section 1.4       Acts of Holders.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly


                                       10
<PAGE>   18

provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c)      The ownership of Registered Securities shall be proved by the
Security Register.

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

         (e)      If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

Section 1.5       Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                                       11
<PAGE>   19

                  a. the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee and received by the Trustee at
         its Corporate Trust Office, Attention: [Waffaa Orfy] or

                  b. the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this Indenture, attention:
         Secretary, or at any other address previously furnished in writing to
         the Trustee by the Company.

Section 1.6       Notice to Holders; Waiver.

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

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

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

Section 1.7       Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or shall be
excluded, as the case may be.

Section 1.8       Effect of Headings and Table of Contents.

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


                                       12
<PAGE>   20

Section 1.9       Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 1.10      Separability Clause.

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

Section 1.11      Benefits of Indenture.

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

Section 1.12      Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.

Section 1.13      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day or on such other day as may be set out in the Officer's
Certificate pursuant to Section 3.1 at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

Section 1.14      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.


                                       13
<PAGE>   21

                                  ARTICLE II.
                                 SECURITY FORMS

Section 2.1       Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be photocopied, printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the Officers executing such Securities, as evidenced by
their execution of such Securities.

Section 2.2       Form of Face of Security.

         [If the Security is an Original Issue Discount Security, insert--FOR
PURPOSES OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT (AS DEFINED IN SECTION 1273(a)(1)
OF THE CODE AND TREASURY REGULATION SECTION 1.1273-1(a) WITH RESPECT TO THIS
SECURITY IS, THE ISSUE PRICE (AS DEFINED IN TREASURY REGULATION SECTION
1.1273-2) OF THIS SECURITY IS ___________, THE ISSUE DATE (AS DEFINED IN SECTION
1275(a)(2) OF THE CODE AND TREASURY REGULATION SECTION 1.1273-2) OF THIS
SECURITY IS __________ AND THE YIELD TO MATURITY OF THIS SECURITY IS
____________.

                        MICHIGAN CONSOLIDATED GAS COMPANY
                            ............. No.________




                                 [$]___________

         MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and
existing under the laws of Michigan (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby



                                       14
<PAGE>   22

promises to pay to _________, or registered assigns, the principal sum of
___________ [Dollars] on ____________________ [If the Security is to bear
interest prior to Maturity, insert--,and to pay interest thereon from
___________ __________________________________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
[semi-annually] [quarterly] [monthly] on __________ and __________ in each year,
commencing ______________, at the rate of _____% per annum, until the principal
hereof is paid or made available for payment [If applicable insert--, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of per annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the _________ of ________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

         [If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _________, in Dollars [if
applicable, insert--; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

         Prior to the Release Date (as hereinafter defined), the Notes will be
secured by First Mortgage Bonds (the "Collateral Bonds") issued and delivered by
the Company to the Trustee for the benefit of the Holders of the Securities (as
defined herein), issued under the Twenty-Ninth Supplemental Indenture dated as
of July 15, 1989 providing for the restatement of the Indenture of Mortgage and
Deed of Trust dated as of March 1, 1944 between the Company, and Citibank, N.A.
and Robert T. Kirchner (together, the "Mortgage Trustee") which became


                                       15
<PAGE>   23

effective on April 1. 1994, as supplemented and amended by the supplemental
indentures thereto (the "First Mortgage Indenture"). Reference is made to the
First Mortgage Indenture and the Indenture for a description of the rights of
the Trustee as holder of the Collateral Bonds, the property mortgaged and
pledged under the First Mortgage Indenture, the rights of the Company and of the
Mortgage Trustee in respect thereof, the duties and immunities of the applicable
Mortgage Trustee, the terms and conditions upon which the Collateral Bonds are
held by the Trustee for the benefit of the Holders of Securities, and the
circumstances under which additional First Mortgage Bonds may be issued.

         FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN
COLLATERAL BONDS) ISSUED UNDER THE FIRST MORTGAGE INDENTURE HAVE BEEN RETIRED
THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS
THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE FIRST
MORTGAGE INDENTURE) AT, BEFORE OR AFTER THE MATURITY THEREOF PROVIDED THAT NO
DEFAULT OR EVENT OF DEFAULT UNDER THE INDENTURE HAS OCCURRED AND IS CONTINUING
(THE "RELEASE DATE"), THE COLLATERAL BONDS SHALL CEASE TO SECURE THE SECURITIES
IN ANY MANNER, AND, AT THE OPTION OF THE COMPANY, THE SECURITIES EITHER (A) WILL
BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (B) WILL BE SECURED BY
FIRST MORTGAGE BONDS ISSUED UNDER AN INDENTURE OTHER THAN THE FIRST MORTGAGE
INDENTURE. IN CERTAIN CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE
INDENTURE, THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE PRINCIPAL AMOUNT OF
AN ISSUE OF COLLATERAL BONDS HELD BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE
RELEASE DATE TO AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE
RELATED ISSUE OF NOTES INITIALLY ISSUED CONTEMPORANEOUSLY WITH SUCH COLLATERAL
BONDS.

         [Include the following paragraph if the Company elects to issue
Substituted Collateral Bonds (as defined in the Indenture): The Securities will
be secured by First Mortgage Bonds (the "Collateral Bonds") delivered by the
Company to the Trustee for the benefit of the Holders of the Securities, issued
under [the Substituted Mortgage Indenture (as defined in the Indenture)] from
the Company to _____________________, as trustee (the "Mortgage Trustee").
Reference is made to the Substituted Mortgage Indenture and the Indenture for a
description of the rights of the Trustee as holder of the Substituted Collateral
Bonds, the property mortgaged and pledged under the Substituted Mortgage
Indenture, the rights of the Company and of the Mortgage Trustee in respect
thereof, the duties and immunities of the Mortgage Trustee, the terms and
conditions upon which the Substituted Collateral Bonds are secured and the
circumstances under which additional Substituted Collateral Bonds may be
issued.]

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                       16
<PAGE>   24

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

                                               MICHIGAN CONSOLIDATED GAS
                                                 COMPANY



                                               By_____________________________



Attest: ____________________



[SEAL]

Section 2.3       Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 1998 (herein called the
"Indenture"), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $ ].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 45 days' notice by first class
mail, [if applicable, insert--(1) on _____ in any year commencing with the year
______ and ending with the year ______ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after ________, _________] as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount):

         If redeemed [on or before ______________________, ____%, and if
redeemed] during the 12-month period beginning ______________________ of the
years indicated,

Redemption



Redemption


                                       17
<PAGE>   25

Year

Price

Year

Price

_____

_______________



         ____ __________ and thereafter at a Redemption Price equal to ____% of
the principal amount, together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued and unpaid interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 45 days' notice by first class
mail, (1) on in any year commencing with the year ________________ and ending
with the year ______ through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after ], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below:

         If redeemed during a 12-month period beginning ___________________ of
the years indicated,

Redemption Price


For Redemption


Redemption Price for


Through Operation


Redemption Otherwise


of the



                                       18
<PAGE>   26


Than Through Operation Year

Sinking Fund

of the Sinking Fund _____________



_______

____________



and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [Notwithstanding the foregoing, the Company may not, prior to ________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding. paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ____% per annum.]

         [The sinking fund for this series provides for the redemption on
________ in each year beginning with the year _______ and ending with the year
________ of [not less than] $__________ [("mandatory sinking fund") and not more
than $___________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the
[inverse] order in which they become due.]

         [In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         [If the Security is not an Original Issue Discount Security, insert --
If any Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.] [If the Security is an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal--insert formula for determining the
amount.] Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's



                                       19
<PAGE>   27

obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.

         [This Security is subject to Defeasance as described in the Indenture.]

         The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same Stated Maturity and
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this



                                       20
<PAGE>   28

Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

         The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or substantially all of its properties or assets
[If other covenants are applicable pursuant to the provisions of Section 3.1,
insert here]. All such covenants and limitations are subject to a number of
important qualifications and exceptions. The Company must report periodically to
the Trustee on compliance with the covenants in the Indenture.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under this
Security or the Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder, by accepting a Security,
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

         [If applicable, insert -- Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures ("CUSIP"), the
Company has caused CUSIP numbers to be printed on the Securities of this series
as a convenience to the Holders of the Securities of this series. No
representation is made as to the correctness or accuracy of such numbers as
printed on the Securities of this series and reliance may be placed only on the
other identification numbers printed hereon.]

         All capitalized terms used in this Security without definition which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.



                                       21
<PAGE>   29


                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: (I) or (we) assign

         and transfer this Security to

________________________________________________________________________________


           (Insert assignee's social security or tax I.D. number)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (Print or type assignee's name, address and zip code) and irrevocably appoint

_________________________________________________________________________ agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

         Dated: __________________________

         Your Signature: _________________________________









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



Signature Guaranty:_____________________________________________________________

                                       22
<PAGE>   30
         [Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Transfer Agent, which requirements will include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.] Social Security Number or
Taxpayer Identification Number:
______________________________________

Section 2.4       Form of Trustee's Certificate of Authentication.

Dated: ______________________

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





         ________________________
         As Trustee



         By


         ________________________
           Authorized Signatory

Section 2.5       Securities in Global Form.

         If Securities of a series are issuable in global form, as contemplated
by Section 3.1, then, notwithstanding the provisions of Section 3.2, any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 3.3 or
Section 3.4. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel.

         The provisions of Section 3.9 shall apply to any Security represented
by a Security in global form if such Security was never issued and sold by the
Company and the Company



                                       23
<PAGE>   31

delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 1.2 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby.

         Notwithstanding the provisions of Sections 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of,
premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security as shall be
specified in a written statement of the Holder of such permanent global
Security.

Section 2.6       CUSIP Number.

         The Company in issuing Securities of any series may use a "CUSIP"
number, and, if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

Section 2.7       Form of Legend for the Securities in Global Form.

         Any Security in global form authenticated and delivered hereunder shall
bear a legend in substantially the following form:

         "This Security is in global form within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Common Depositary or
a U.S. Depositary. Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred except as
a whole by the Common Depositary or a U.S. Depositary or by a nominee of the
Common Depositary or a nominee of the U.S. Depositary as the case may be."

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.1       Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series.
There shall be established in or pursuant to a Board Resolution, and set forth
in an Officer's Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


                                       24
<PAGE>   32

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

                  (2)  any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 10.6 or
         12.7);

                  (3)  whether any Securities of the series are to be issuable
         in permanent global form with or without coupons and, if so, (i)
         whether beneficial owners of interests in any such permanent global
         Security may exchange such interests for Securities of such series and
         of like tenor of any authorized form and denomination and the
         circumstances under which any such exchanges may occur, if other than
         in the manner provided in Section 3.5, and (ii) the name of the Common
         Depositary (as defined in Section 3.4) or the U.S. Depositary, as the
         case may be, with respect to any global Security;

                  (4)  the date or dates on which the principal of the
         Securities of the series is payable;

                  (5)  the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, the Interest Payment Dates on which such interest shall
         be payable and the Regular Record Date for the interest payable on any
         Interest Payment Date and, if applicable to such series of Securities,
         the basis points and United States Treasury rate(s) and any other rates
         to be used in calculating the reset rate;

                  (6)  the place or places where the principal of (and premium,
         if any) and interest on Securities of the series shall be payable;

                  (7)  the period or periods within which, the price or prices
         at which and the terms and conditions upon which Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Company, pursuant to any sinking fund or otherwise;

                  (8)  the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation, and, where applicable, the obligation of the Company to
         select the Securities to be redeemed;

                  (9)  if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which Securities of the series
         shall be issuable;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 6.2;


                                       25
<PAGE>   33

                  (11) additional Events of Default with respect to Securities
         of the series, if any, other than those set forth herein;

                  (12) if either or both of Section 14.2 and Section 14.3 shall
         be inapplicable to the Securities of the series (provided that if no
         such inapplicability shall be specified, then both Section 14.2 and
         Section 14.3 shall be applicable to the Securities of the series);

                  (13) if other than U.S. dollars, the currency or currencies or
         units based on or related to currencies in which the Securities of such
         series shall be denominated and in which payments or principal of, and
         any premium and interest on, such Securities shall or may by payable;

                  (14) additional covenants with respect to Securities of the
         series, if any, other than those set forth herein;

                  (15) if prior to the Release Date, the designation of the
         Related Issue of Collateral Bonds being delivered to the Trustee in
         connection with the issuance of such Securities,

                  (16) if on or after the Release Date, the designation of the
         Related Issue of Substituted Collateral Bonds, if any,

                  (17) if other than the Trustee, the identity of the Registrar
         and any Paying Agent; and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officer's Certificate or in any
such Indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officer's
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series.

Section 3.2       Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.


                                       26
<PAGE>   34

Section 3.3       Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. The seal of the Company
may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating,

                  (a) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 2.1, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (b) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 3.1, that such
         terms have been established in conformity with the provisions of this
         Indenture;

                  (c) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company, enforceable in
         accordance with their terms, except to the extent enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium and other similar laws affecting the enforcement of
         creditors' rights generally and by the effect of general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding in equity or at law); and

                  (d) if prior to the Release Date, that the Related Issue of
         Collateral Bonds being delivered to the Trustee in connection with the
         issuance of such Securities when authenticated and delivered by the
         Mortgage Trustee and issued by the Company in the



                                       27
<PAGE>   35

         manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and binding obligations of the Company,
         enforceable in accordance with their terms, except to the extent
         enforcement may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting the
         enforcement of creditors' rights generally and by the effect of general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding in equity or at law) and except as
         enforcement of provisions thereof may be limited by state laws
         affecting the remedies for the enforcement of the security provided for
         in the First Mortgage Indenture; and that such Collateral Bonds are
         entitled to the benefit of the applicable First Mortgage Indenture,
         equally and ratably, with all First Mortgage Bonds and other Collateral
         Bonds (if any) outstanding under the applicable First Mortgage
         Indenture, except as to sinking fund provisions;

                  (e) if any Collateral Bonds are to be delivered, that the
         Related Issue of Collateral Bonds being delivered to the Trustee in
         connection with the issuance of such Securities when authenticated and
         delivered by the Mortgage Trustee and issued by the Company in the
         manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and binding obligations of the Company,
         enforceable in accordance with their terms, except to the extent
         enforcement may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting the
         enforcement of creditors' rights generally and by the effect of general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding in equity or at law) and except as
         enforcement of provisions thereof may be limited by state laws
         affecting the remedies for the enforcement of the security provided for
         in the Substituted Mortgage Indenture; and that such Substituted
         Collateral Bonds are entitled to the benefit of the Substituted
         Mortgage Indenture, equally and ratably, with all Substituted
         Collateral Bonds (if any) outstanding thereunder, except as to sinking
         fund provisions;

                  (f) that no consent, approval, authorization, order,
         registration or qualification of or with any court or any governmental
         agency or body having jurisdiction over the Company is required for the
         execution and delivery of such Securities by the Company, except such
         as have been obtained (except that no opinion need be expressed as to
         state securities or Blue Sky laws). If such form or terms have been so
         established, the Trustee shall not be required to authenticate such
         Securities if the issue of such Securities pursuant to this Indenture
         will affect the Trustee's own rights, duties or immunities under the
         Securities and this Indenture or otherwise in a manner which is not
         reasonable acceptable to the Trustee, or in the written opinion of
         counsel to the Trustee (which counsel may be an employee of the
         Trustee) such authentication may not lawfully be made or would involve
         the Trustee in personal liability.

         Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer's
Certificate otherwise required pursuant to Section 3.1 or the Company


                                       28
<PAGE>   36

         Order and Opinion of Counsel otherwise required pursuant to the
immediately preceding paragraph at or prior to the time of authentication of
each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

         If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more global Securities
that (i) shall be in an aggregate amount equal to the aggregate principal amount
specified in such Company Order, (ii) shall be registered in the name of the
Common Depositary or U.S. Depositary, as the case may be, therefor or its
nominee, and (iii) shall be made available for delivery by the Trustee to such
depositary or pursuant to such depositary's instruction.

         Each depositary designated pursuant to Section 3.1 must, at the time of
its designation and at all times while it serves as depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or
regulation.

         Unless otherwise provided for in the form of Security, each Security
shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

Section 3.4       Temporary Securities.

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

         In the case of Securities of any series, such temporary Securities may
be in global form, representing all or a portion of the Outstanding Securities
of such series.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of Section 3.5); if temporary
Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more


                                       29
<PAGE>   37

temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

         If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the office of a depositary or common depositary (the "COMMON
DEPOSITARY") for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

Section 3.5       Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "SECURITY REGISTER") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of registration of transfers of Securities. The
Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering
Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of alike aggregate principal amount and Stated Maturity.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
alike aggregate principal amount and Stated Maturity, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified and as subject to the conditions contemplated by
Section 3.1, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such permanent global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Securities shall be
surrendered from time to time by the Common Depositary or the U.S. Depositary,
as the case may be, and in accordance with instructions given to the Trustee and
the Common Depositary or the U.S. Depositary, as the case may be (which
instructions shall be in writing but need not


                                       30
<PAGE>   38

comply with Section 1.2 or be accompanied by an Opinion of Counsel), as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered permanent global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such permanent global Security to be exchanged which
shall be in the form of the Securities of such series; provided, however, that
no such exchanges may occur during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 12.3 and ending at the close
of business on the day of such mailing. Promptly following any such exchange in
part, such permanent global Security shall be returned by the Trustee to the
Common Depositary or the U.S. Depositary, as the case may be, or such other
Common Depositary or U.S. Depositary referred to above in accordance with the
written instructions of the Company referred to above. If a Security in the form
specified for such series is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, such interest or Defaulted Interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security in the form specified for such series, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.

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

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

         Unless otherwise provided in the Securities to be transferred or
exchanged, no service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 10.6 or 12.7 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 12.3 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


                                       31
<PAGE>   39

Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

Section 3.7       Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

         Any interest on any Security of any series 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 Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:



                                       32
<PAGE>   40

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) 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 Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Section 3.7 provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Securities of such series at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         Clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
         the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this Section 3.7, such manner of
         payment shall be deemed practicable by the Trustee.

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

Section 3.8       Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.7) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


                                       33
<PAGE>   41

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by any Common Depositary (or its nominee), as a Holder, with respect
to such Security in global form or impair, as between such Common Depositary and
owners of beneficial interests in such Security in global form, the operation of
customary practices governing the exercise of the right of such Common
Depositary (or its nominee) as holder of such Security in global form.

Section 3.9       Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities shall be held by the Trustee and may
be destroyed (and, if so destroyed, certification of their destruction shall be
delivered to the Company, unless, by a Company Order, the Company shall direct
that cancelled Securities be returned to it).

Section 3.10      Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.

                                  ARTICLE IV.
                                COLLATERAL BONDS;
                          SUBSTITUTED COLLATERAL BONDS

Section 4.1       Collateral Bonds Held by the Trustee.

         The Trustee, as a Holder of Collateral Bonds, shall attend any meeting
of Bondholders under the First Mortgage Indenture as to which it receives due
notice, or, at its option, shall deliver its proxy in connection therewith.
Either at such meeting, or otherwise where consent of Holders of First Mortgage
Bonds issued under the First Mortgage Indenture is sought without a meeting, the
Trustee shall vote all of the Collateral Bonds held by it, or shall consent or
withhold its consent with respect thereto, as directed by the Holders of not
less than a majority in the aggregate principal amount of the outstanding Notes;
provided, however, that the Trustee shall not be required to vote as such
Holders of any particular issue of Collateral Bonds in favor of, or give its
consent to, any action except upon notification by the Trustee to the Holders of
the


                                       34
<PAGE>   42

related issue of Securities of such proposal and consent thereto of the Holders
of not less than a majority in aggregate principal amount of the outstanding
Securities of such issue.

Section 4.2       No Transfer of Collateral Bonds; Exception.

         Except as required to effect an assignment to a successor trustee under
this Indenture or pursuant to Section 4.3 or Section 4.5, the Trustee shall not
sell, assign or transfer the Collateral Bonds and the Company shall issue stop
transfer instructions to the Mortgage Trustee and any transfer agent under the
First Mortgage Indenture to effect compliance with this Section 4.2.

Section 4.3       Delivery to the Company of All Collateral Bonds.

         When the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on any series of Collateral Bonds
shall cease and be discharged pursuant to Section 4.8 or Section 5.1, the
Trustee shall, upon written request of the Company, deliver to the Company all
of such Collateral Bonds, together with such appropriate instruments of transfer
or release as may be reasonably requested by the Company. All Collateral Bonds
delivered to the Company in accordance with this Section 4.3 shall be delivered
by the Company to the Mortgage Trustee for cancellation.

Section 4.4       Further Assurances.

         The Company, at its own expense, shall do such further lawful acts and
things, and execute and deliver such additional conveyances, assignments,
assurances, agreements and instruments, as may be necessary in order to better
assign, assure and confirm to the Trustee its interest in the Collateral Bonds
and for maintaining, protecting and preserving such interest. The Trustee may
petition any courts of competent jurisdiction to seek any relief it considers
necessary or advisable in order to maintain, protect and preserve such interest.

Section 4.5       Exchange and Surrender of Collateral Bonds.

         At any time at the written direction of the Company, the Trustee shall
surrender to the Company all or part of the Collateral Bonds in exchange for
Collateral Bonds equal in aggregate outstanding principal amounts to, in
different denominations than, but of the same series and with all other terms
identical to, the Collateral Bonds so surrendered to the Company. In addition,
at any time a Security shall cease to be entitled to any benefit or security
under this Indenture pursuant to Section 5.1, the Trustee shall surrender an
equal principal amount of the Related Issue of Collateral, subject to the
limitations of this Section 4.5, to the Company for cancellation. The Trustee
shall, together with such Collateral Bonds, deliver to the Company such
appropriate instruments of transfer, and such appropriate instruments for
releasing the Company of its obligations under such surrendered Collateral
Bonds, as the Company may reasonably request. Prior to the surrender required by
this paragraph, the Trustee shall receive from the Company, and (subject to
Section 9.1) shall be fully protected in relying upon, an Officers' Certificate
stating (i) the aggregate outstanding principal amount of the Collateral Bonds
of the issue surrendered by the Trustee, after giving effect to such surrender,
(ii) the aggregate outstanding principal amount of the related issue of
Securities, (iii) that the surrender of the Collateral Bonds will not result in
any default under this Indenture, and (iv) that any



                                       35
<PAGE>   43

Collateral Bonds to be received in exchange for the Collateral Bonds being
surrendered comply with the provisions of this Section 4.7 and the First
Mortgage Indenture. The Company shall not be permitted to cause the surrender or
exchange of all or any part of an issue of Collateral Bonds contemplated in this
Section 4.5, if after such surrender or exchange, the aggregate outstanding
principal amount of the related issue of Securities would exceed the aggregate
outstanding principal amount of such issue of Collateral Bonds held by the
Trustee. Any Collateral Bonds received by the Company pursuant to this Section
4.5 shall be delivered to the Mortgage Trustee for cancellation.

Section 4.6       Acceptance of Additional Collateral Bonds.

         Upon the issuance of Securities hereunder at any time prior to the
Release Date, the Company shall issue and deliver to the Trustee to hold in
trust for the benefit of the Holders of the Securities as described in Section
4.8, and the Trustee shall accept therefor, a Related Issue of Collateral Bonds
registered in the name of the Trustee conforming to the requirements of Section
4.7.

Section 4.7       Terms of Collateral Bonds.

         Each issue of Collateral Bonds delivered to the Trustee pursuant to
Section 4.6 shall have the same stated rate or rates of interest (or interest
calculated in the same manner), Interest Payment Dates, stated maturity date and
redemption provisions, and shall be in the same aggregate principal amount, as
the issue of Securities in connection with which such Collateral Bonds shall
have been issued and delivered.

Section 4.8       Collateral Bonds as Security for Securities; Application of
Payment on Collateral Bonds.

         Until the Release Date and subject to Article Five, the Related Issue
of Collateral Bonds delivered to the Trustee, in trust for the benefit of the
Holders of the applicable issue of Securities shall pay principal of, interest
and premium, if any, in accordance with their respective terms and shall serve
as security for any and all obligations of the Company under such Securities,
including, but not limited to (1) the full and prompt payment of the principal
of and premium, if any, on such related issue of Securities when and as the same
shall become due and payable in accordance with the terms and provisions of this
Indenture or such related issue of Securities, either at the stated maturity
thereof upon acceleration of the maturity thereof or upon redemption (any such
payment with respect to such related issue of Securities to be made by the
Company through payment on the related issue of Collateral Bonds and applied by
the Trustee to satisfy the Company's corresponding obligations under such
Securities), and (2) the full and prompt payment of any interest on such related
issue of Securities when and as the same shall become due and payable in
accordance with the terms and provisions of this Indenture or such related issue
of Securities. Any payment by the Company of principal of, premium, if any, and
interest on, a series of First Mortgage Bonds will be applied by the Trustee to
satisfy the Company's obligations with respect to the principal of, premium, if
any, and interest on, the related issue of Securities. Notwithstanding anything
in this Indenture to the contrary, from and after the Release Date, the
obligation of the Company to make payment with respect to the principal of and
premium, if any, and interest on the Collateral Bonds shall cease and be



                                       36
<PAGE>   44

discharged as provided in the supplemental trust indenture or indentures to the
First Mortgage Indenture creating such Collateral Bonds and the Collateral Bonds
shall cease to secure in any manner Securities theretofore or subsequently
issued. From and after the Release Date, any conditions to the issuance of
Securities that refer or relate to Collateral Bonds or the First Mortgage
Indenture shall be inapplicable. Following the Release Date, the Company shall
cause the First Mortgage Indenture to be closed and the Company shall not issue
any additional First Mortgage Bonds or Collateral Bonds under the First Mortgage
Indenture. Notice of the occurrence of the Release Date shall be given by the
Trustee to the Holders of the Securities in the manner provided in Section 1.6
not later than 30 days after the Company notifies the Trustee of the occurrence
of the Release Date.

Section 4.9       Substituted Collateral Bonds.

         (a) The Company shall notify the Trustee not less than 90 days prior to
the Release Date that the Company has determined to deliver to the Trustee on
the Release Date Substituted Collateral Bonds in an aggregate principal amount
equal to the aggregate principal amount of Securities outstanding on the Release
Date in trust for the benefit of the Holders from time to time of the Securities
issued under this Indenture as security for any and all obligations of the
Company under the Securities, including but not limited to, (1) the full and
prompt payment of the principal of and premium, if any, on the Securities when
and as the same shall become due and payable in accordance with the terms and
provisions of this Indenture or the Securities, either at the stated maturity
thereof, upon acceleration of the maturity thereof or upon redemption, and (2)
the full and prompt payment of any interest on the Securities when and as the
same shall become due and payable in accordance with the terms and provisions of
this Indenture or the Securities.

         (b) The Substituted Collateral Bonds to be delivered pursuant to the
notice described in Section 4.9(a) shall be delivered in separate series and
issues corresponding to the series and issues of Securities outstanding on the
Release Date, each issue of Substituted Collateral Bonds having the same stated
rate or rates of interest (or interest calculated in the same manner), Interest
Payment Dates, stated maturity date and redemption provisions, and in the same
aggregate principal amount, as the related issue of Securities outstanding on
the Release Date.

         (c) The notice described in Section 4.9(a) shall also state that on the
Release Date the Company shall deliver to the Trustee a supplemental indenture
to this Indenture that will provide, among other things, that upon the issuance
of Securities hereunder on or after the Release Date, the Company shall deliver
to the Trustee in trust for the benefit of the Holders as described in Section
4.9(a), and the Trustee shall accept therefor, a Related Issue of Substituted
Collateral Bonds registered in the name of the Trustee and conforming to the
requirements therein specified.

         (d) The determination whether to issue and deliver Substituted
Collateral Bonds shall be made in the Company's sole discretion and without any
obligation to do so.

         (e) In the event that the Company does not deliver the notice described
in Section 4.9(a), the Securities outstanding on the Release Date shall, as of
the Release Date, no longer be



                                       37
<PAGE>   45

entitled to the benefit of the security of the Collateral Bonds and shall
thereafter be general unsecured obligations of the Company.

                                   ARTICLE V.
                           SATISFACTION AND DISCHARGE

Section 5.1       Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for or in the form of Security for such series), when the
Trustee, upon Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when (1) either (A) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 11.9) have been delivered to the Trustee
for cancellation; or (B) all such Securities not theretofore delivered to the
Trustee for cancellation

                  (i)   have become due and payable, or

                  (ii)  will become due and payable at their Stated Maturity
         within one year, or

                  (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Company, and the Company, in the case of (i), (ii) or (iii) above, has
         deposited with the Trustee as trust funds in trust for the purpose an
         amount sufficient to pay and discharge the entire indebtedness on such
         Securities not theretofore delivered to the Trustee for cancellation,
         for principal (and premium, if any) and interest to the date of such
         deposit (in the case of Securities which have become due and payable)
         or the Stated Maturity or Redemption Date, as the case may be;

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

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

         Upon a Security ceasing to be entitled to any lien, benefit or security
under this Indenture, the obligation of the Company to make payment with respect
to principal of and premium, if any, and interest on a principal amount of the
Related Issue of Collateral Bonds or the Related Issue of Substituted Collateral
Bonds equal to the principal amount of such Note shall be satisfied and
discharged and such portion of the principal amount of such Collateral Bonds or
Substituted Collateral Bonds shall cease to secure the Securities in any manner.


                                       38
<PAGE>   46

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, the obligations of
the Company to any Authenticating Agent under Section 7.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section 5.1, the obligations of the Trustee under Section 5.2 and the last
paragraph of Section 11.9 shall survive.

Section 5.2       Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 11.9, all
money deposited with the Trustee pursuant to Section 5.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or
received by the Trustee.

                                  ARTICLE VI.
                                   REMEDIES

Section 6.1   Events of Default.

         "EVENT OF DEFAULT," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or to be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

              (1)  the Company defaults in the payment of interest on any
         Security of that series when such interest becomes due and payable and
         the default continues for a period of 30 days; or

              (2)  the Company defaults in the payment of the principal of (or
         premium, if any, on) any Security of that series when the same becomes
         due and payable at Maturity, upon redemption (including redemptions
         under Article Twelve), or otherwise; or

              (3)  the Company fails to observe or perform any of its other
         covenants, warranties or agreements in the Securities of that series or
         this Indenture (other than a covenant, agreement or warranty a default
         in whose performance or whose breach is elsewhere in this Section
         specifically dealt with or which has expressly been included in this
         Indenture solely for the benefit of series of Securities other than
         that series), and the failure to observe or perform continues for the
         period and after the notice specified in the last paragraph of this
         Section; or

              (4)  prior to the Release Date, a default (as defined in the First
         Mortgage Indenture under which Collateral Bonds are outstanding) has
         occurred and is continuing, and the Mortgage Trustee or Holders of at
         least a majority in aggregate principal amount of the Securities at the
         time outstanding shall have given written notice thereof to the
         Trustee; or



                                       39
<PAGE>   47

              (5)  if any Substituted Collateral Bonds are outstanding, a
         default (as defined in the Substituted Mortgage Indenture) has occurred
         and is continuing, and the Mortgage Trustee or Holders of at least a
         majority in aggregate principal amount of the Securities at the time
         outstanding shall have given written notice thereof to the Trustee; or

              (6)  any Event of Default under any series of Securities issued
         pursuant to this Indenture or any event of default, as defined in any
         other indenture, mortgage or instrument under which there may be
         issued, or by which there may be secured or evidenced, any Indebtedness
         of the Company (whether such Indebtedness now exists or shall hereafter
         be created or incurred), but excluding Project Finance Indebtedness,
         shall occur and shall consist of default in the payment of such
         Indebtedness at the maturity thereof (after giving effect to any
         applicable grace period) or shall result in Indebtedness becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such default in payment is not
         cured or such acceleration shall not be rescinded or annulled within 10
         days after written notice to the Company from the Trustee or to the
         Company and to the Trustee from the Holders of at least 10% in
         aggregate principal amount of the Securities of that series at the time
         outstanding; provided that it shall not be an Event of Default if the
         principal amount of Indebtedness (other than Indebtedness represented
         by Securities issued pursuant to this Indenture) which is not paid at
         maturity or the maturity of which is accelerated is less than the
         amount equal to 1% of the Company's consolidated total assets
         (determined as of its most recent fiscal year-end); provided further
         that if, prior to a declaration of acceleration of the maturity of the
         Securities of that series or the entry of judgment in favor of the
         Trustee in a suit pursuant to Section 6.3, such default shall be
         remedied or cured by the Company or waived by the holders of such
         Indebtedness, then the Event of Default hereunder by reason thereof
         shall be deemed likewise to have been thereupon remedied, cured or
         waived without further action upon the part of either the Trustee or
         any of the Holders of the Securities of that series, and provided
         further, that, subject to Sections 7.1 and 7.2, the Trustee shall not
         be charged with knowledge of any such default unless written notice of
         such default shall have been given to the Trustee by the Company, by a
         holder or an agent of a holder of any such Indebtedness, by the trustee
         then acting under any indenture or other instrument under which such
         default shall have occurred, or by the Holders of at least five percent
         in aggregate principal amount of the Securities of that series at the
         time outstanding; or

              (7)  the Company pursuant to or within the meaning of any
         Bankruptcy Law (A) commences a voluntary case or proceeding under any
         Bankruptcy Law with respect to itself, (B) consents to the entry of a
         judgment. decree or order for relief against it in an involuntary case
         or proceeding under any Bankruptcy Law, (C) consents to or acquiesces
         in the institution of bankruptcy or insolvency proceedings against it,
         (D) applies for, consents to or acquiesces in the appointment of or
         taking possession by a Custodian of the Company or for any material
         part of its property, (E) makes a general assignment for the benefit of
         its creditors or (F) takes any corporate action in furtherance of or to
         facilitate, conditionally or otherwise, any of the foregoing; or

              (8)  (i) a court of competent jurisdiction enters a judgment,
         decree or order for relief in respect of the Company in an involuntary
         case or proceeding under any




                                       40
<PAGE>   48


         Bankruptcy Law which shall (A) approve as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition in
         respect of the Company, (B) appoint a Custodian of the Company or for
         any material part of its property or (C) order the winding-up or
         liquidation of its affairs, and such judgment, decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days; or
         (ii) any bankruptcy or insolvency petition or application is filed, or
         any bankruptcy or insolvency proceeding is commenced against the
         Company and such petition, application or proceeding is not dismissed
         within 60 days; or (iii) a warrant of attachment is issued against any
         material portion of the property of the Company which is not released
         within 60 days of service; or

              (9)  any other Event of Default provided with respect to
         Securities of that series.

         A Default under clause (3) above is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default." When a Default under clause (3) above is
cured within such 60-day period, it ceases.

Section 6.2   Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series (other
than an Event of Default specified in clause (7) or (8) of Section 6.1) occurs
and is continuing, the Trustee by notice in writing to the Company, or the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

         If an Event of Default specified in clause (7) or (8) of Section 6.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series. In
addition, the Trustee shall immediately file with the Mortgage Trustee a written
demand for redemption of all Collateral Bonds pursuant to the applicable
provisions of the First Mortgage Indenture or, if applicable, a written demand
for redemption of all Substituted Collateral Bonds pursuant to the applicable
provisions of the Substituted Mortgage Indenture.

         Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 7.7.


                                       41
<PAGE>   49

         The Holders of a majority in principal amount of the Outstanding
Securities of that series by notice to the Trustee may rescind an acceleration
and its consequences (including, if given, the written demand for redemption of
all Collateral Bonds or, if applicable, all Substituted Collateral Bonds), if
(i) all existing Events of Default, other than the nonpayment of the principal
and interest of the Securities of that series that has become due solely by such
declaration of acceleration, have been cured or waived, (ii) to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal that has become due otherwise than by such declaration of
acceleration have been paid, (iii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (iv) all payments
due to the Trustee and any predecessor Trustee under Section 6.7 have been made.

Section 6.3   Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if:

              (1)  default is made in the payment of any interest on any
         Security of any series when such interest becomes due and payable and
         such default continues for a period of 30 days, or

              (2)  default is made in the payment of the principal of (or
         premium, if any, on) any Security of any series at the Maturity
         thereof, the Company will, upon demand of the Trustee, pay to it, for
         the benefit of the Holders of such Securities, the whole amount then
         due and payable on such Securities for principal (and premium, if any)
         and interest and, to the extent that payment of such interest shall be
         legally enforceable, interest on any overdue principal (and premium, if
         any) and on any overdue interest, at the rate or rates prescribed
         therefor in such Securities, and, in addition thereto, such further
         amount as shall be sufficient to cover the reasonable costs and
         expenses of collection, including the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel.

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

         If an Event of Default hereunder occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights, including its
rights as holder of the Collateral Bonds or the Substituted Collateral Bonds,
and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
secure any other proper remedy.


                                       42
<PAGE>   50

Section 6.4   Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, (i) to file and
prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel) and of the
Holders allowed in such judicial .proceedings, and (ii) to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7.

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

Section 6.5   Trustee May Enforce Claims Without Possession of Securities.

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

Section 6.6   Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article in respect
of the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Securities in respect of which moneys have been collected
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section 7.7
applicable to such series;


                                       43
<PAGE>   51

         Second: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest on the Securities of such series in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities of such series for principal (and premium, if
any) and interest, respectively; and

         Third: To the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.6. At least fifteen (15) days before such
record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and the amount to be paid.

Section 6.7   Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

              (5)  no direction inconsistent with such written request has been
         given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series; it being understood and intended that no one or more of Holders
         of Securities of any series shall have any right in any manner whatever
         by virtue of, or by availing of, any provision of this Indenture to
         affect, disturb or prejudice the rights of any other of such Holders,
         or to obtain or to seek to obtain priority or preference over any other
         of such Holders or to enforce any right under this Indenture, except in
         the manner herein provided and for the equal and ratable benefit of all
         Holders of Securities of the affected series.

Section 6.8   Unconditional Right of Holders to Receive.

         Principal, Premium and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and



                                       44
<PAGE>   52


premium, if any) and (subject to Section 3.7) interest on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

Section 6.9   Restoration of Rights and Remedies.

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

Section 6.10  Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.16, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11  Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 6.12  Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

              (1)  such direction shall not be in conflict with any rule of law
         or with this Indenture;

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


                                       45
<PAGE>   53

              (3)  subject to Section 7.1, the Trustee need not take any action
         which might involve the Trustee in personal liability or be unduly
         prejudicial to the Holders not joining therein.

Section 6.13  Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may by written notice to the Trustee on
behalf of the Holders of all the Securities of such series waive any Default or
Event of Default with respect to such series and its consequences, except a
Default or Event of Default (1) in respect of the payment of the principal of
(or premium, if any) or interest on any Security of such series, or (2) in
respect of a covenant or other provision hereof which under Article Ten cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.

         Upon any such waiver, such Default or Event of Default shall cease to
exist and shall be deemed to have been cured, for every purpose of this
Indenture and the Securities of such series; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

Section 6.14  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                  ARTICLE VII.
                                  THE TRUSTEE

Section 7.1   Certain Duties and Responsibilities of the Trustee.

              (a)  Except during the continuance of an Event of Default, the
         Trustee's duties and responsibilities under this Indenture shall be
         governed by Section 315(a) of the Trust Indenture Act.

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


                                       46
<PAGE>   54

              (c)  None of the provisions of Section 315(d) of the Trust
         Indenture Act shall be excluded from this Indenture.

Section 7.2   Notice of Defaults.

         Within 30 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default or Event of Default known to the
Trustee, unless such Default or Event of Default shall have been cured or
waived; provided, however, that, except in the case of a Default or Event of
Default in the payment of the principal of (or premium, if any) or interest on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders
of Securities of such series.

Section 7.3   Certain Rights of Trustee.

         Subject to the provisions of the Trust Indenture Act:

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

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

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

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

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

              (f)  prior to the occurrence of an Event of Default with respect
         to the Securities of any series and after the curing or waiving of all
         such Events of Default which may have occurred, the Trustee shall not
         be bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent,


                                       47
<PAGE>   55


         order, approval or other paper or document, or the books and records of
         the Company, unless requested in writing to do so by the Holders of a
         majority in principal amount of the Outstanding Securities of any
         series; provided, however, that if the payment within a reasonable time
         to the Trustee of the costs, expenses or liabilities likely to be
         incurred by it in the making of such investigation is not, in the
         opinion of the Trustee, reasonably assured to the Trustee by the
         security afforded to it by the terms of this Indenture, the Trustee may
         require reasonable indemnity against such costs, expenses or
         liabilities as a condition to so proceeding; the reasonable expense of
         every such investigation shall be paid by the Company or, if paid by
         the Trustee, shall be repaid by the Company upon demand;

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

              (h)  the Trustee shall not be required to expend or risk its own
         funds or otherwise incur any financial liability in the performance of
         any of its duties hereunder, or in the exercise of its rights or
         powers, if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it.

Section 7.4   Not Responsible for Recitals or Issuance of Securities.

         The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

Section 7.5   May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
7.8 and 7.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 7.6   Money Held in Trust.

         Money held by the Trustee in trust hereunder (including amounts held by
the Trustee as Paying Agent) 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 upon in writing
with the Company.

Section 7.7   Compensation and Reimbursement.

         The Company agrees (1) to pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any


                                       48
<PAGE>   56

provision of law in regard to the compensation of a trustee of an express
trust); (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and (3) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability,
damage, claim or expense, including taxes (other than taxes based upon or
determined or measured by the income of the Trustee), incurred without gross
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(5) or Section 6.1(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section 7.7 shall survive this Indenture.

Section 7.8   Disqualification: Conflicting Interests.

         The Trustee shall be disqualified only where such disqualification is
required by Section 3.10(b) of the Trust Indenture Act, provided that, to the
extent permitted by law, Citibank, N.A. shall not be deemed to have a
conflicting interest for purposes of Section 3.10(b) of the TIA because of its
capacity as trustee under the First Mortgage Indenture or the Substituted
Mortgage Indenture. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 3.10(b) of the Trust Indenture Act.

Section 7.9   Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under Section 310(a)(1) of the Trust Indenture Act having a
combined capital and surplus of at least $50,000,000 subject to supervision or
examination by federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company may serve
as Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


                                       49
<PAGE>   57

Section 7.10  Resignation and Removal; Appointment of Successor.

         (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.11.

         (b)  The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 7.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c)  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d)  If at anytime:

              (1)  the Trustee shall fail to comply with Section 310(b) of the
         Trust Indenture Act after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months; or

              (2)  the Trustee shall cease to be eligible under Section 7.9 and
         shall fail to resign after written request therefor by the Company or
         by any such Holder of a Security who has been a bona fide Holder of a
         Security for at least six months; or

              (3)  the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation; then, in any such case,
         (i) the Company by a Board Resolution may remove the Trustee with
         respect to all Securities, or (ii) subject to Section 315(e) of the
         Trust Indenture Act, any Holder who has been a bona fide Holder of a
         Security for at least six months may, on behalf of himself and all
         others similarly situated, petition any court of competent jurisdiction
         for the removal of the Trustee with respect to all Securities and the
         appointment of a successor Trustee or Trustees.

         (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 7.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the



                                       50
<PAGE>   58


Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 7.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company with respect to
such Securities. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 7.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

         (f)  The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 7.11  Acceptance of Appointment by Successor.

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

         (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered


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<PAGE>   59


by any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

         (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act.

Section 7.12  Merger, Conversion, Consolidation or Succession to Business.

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

Section 7.13  Preferential Collection of Claims Against Company.

         The Trustee shall comply with Section 311 (a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311 (b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

Section 7.14  Appointment of Authenticating Agent.

         At any time when any of the Securities remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of, and subject to the
direction of, the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.6, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and



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<PAGE>   60


delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

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

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

         Form of Authenticating Agent's


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<PAGE>   61

         Certificate of Authentication Dated: ________________________

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

         __________________________
         As Trustee



         By ____________________________
              As Authenticating Agent



         By ____________________________
              Authorized Signatory


                                 ARTICLE VIII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 8.1   Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (a)  semi-annually, not later than January 1 and July 1 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the preceding December 15 or June 15, as the case
may be; and

         (b)  at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided. however, that so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.

Section 8.2   Preservation of Information; Communications to Holders.

         (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 8.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 8.1 upon receipt of a new list so furnished.

         (b)  If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form



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<PAGE>   62


of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either

              (i)  afford such applicants access to the information preserved at
         the time by the Trustee in accordance with Section 8.2(a); or

              (ii) inform such applicants as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 8.2(a), and as to
         the approximate cost of mailing to such Holders the form of proxy or
         other communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 8.2(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

         (c)  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 8.2(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 8.2(b).

Section 8.3   Reports by Trustee.

         (a)  Within 60 days after May 15 of each year commencing with the year
1999, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of May 15, if required by and in compliance with Section 313(a) of the Trust
Indenture Act.

         (b)  A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the



                                       55
<PAGE>   63


Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

Section 8.4   Reports by Company.

         The Company shall:

              (1)  file with the Trustee, within 30 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act; or, if the Company is not required
         to file information, documents or reports pursuant to either of said
         Sections, then it shall file with the Trustee and the Commission, in
         accordance with rules and regulations prescribed from time to time by
         the Commission, such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the Exchange Act in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations;

              (2)  file with the Trustee and the Commission, in accordance with
         rules and regulations prescribed from time to time by the Commission,
         such additional information, documents and reports with respect to
         compliance by the Company with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations;

              (3)  transmit by mail to all Holders, as their names and addresses
         appear in the Security Register, (a) concurrently with furnishing the
         same to its stockholders, the Company's annual report to stockholders,
         containing certified financial statements, and any other financial
         reports which the Company generally furnishes to its stockholders, and
         (b) within 30 days after the filing thereof with the Trustee, such
         summaries of any other information, documents and reports required to
         be filed by the Company pursuant to paragraphs (1) and (2) of this
         Section as may be required by rules and regulations prescribed from
         time to time by the Commission; and

              (4)  furnish to the Trustee, on or before May 1 of each year, a
         brief certificate from the principal executive officer, principal
         financial officer or principal accounting officer as to his or her
         knowledge of the Company's compliance with all conditions and covenants
         under this Indenture. For purposes of this paragraph, such compliance
         shall be determined without regard to any period of grace or
         requirement of notice provided under this Indenture. Such certificate
         need not comply with Section 1.2.


                                       56
<PAGE>   64

                                  ARTICLE IX.
                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

Section 9.1   When Company May Merge, Etc.

         The Company shall not consolidate with, or merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or
sell, assign, transfer or lease all or substantially all of its properties and
assets as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

              (1)  either the Company shall be the continuing Person or the
         Person (if other than the Company) formed by such consolidation or with
         which or into which the Company is merged or the Person (or group of
         affiliated Persons) to which all or substantially all the properties
         and assets of the Company as an entirety or substantially as an
         entirety are sold, assigned, transferred or leased shall be a
         corporation (or constitute corporations) organized and existing under
         the laws of the United States of America or any State thereof or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of the Company under
         the Securities and this Indenture; and

              (2)  immediately before and after giving effect to such
         transaction or series of related transactions, no Event of Default, and
         no Default, shall have occurred and be continuing.

Section 9.2   Opinion of Counsel.

         The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 9.1 an Officer's Certificate and an Opinion of
Counsel stating that the transaction(s) and such supplemental indenture comply
with this Indenture and that all conditions precedent to the consummation of the
transaction(s) under this Indenture have been met.

Section 9.3   Successor Corporation Substituted.

         Upon any consolidation by the Company with or merger by the Company
into any other corporation or any lease, sale, assignment, or transfer of all or
substantially all of the property and assets of the Company in accordance with
Section 8.1, the successor corporation formed by such consolidation or into
which the Company is merged or the successor corporation or affiliated group of
corporations to which such lease, sale, assignment, or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation or corporations had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this
Indenture and the Securities and in the event of such conveyance or transfer,
except in the case of a lease, any such predecessor corporation may be dissolved
and liquidated.


                                       57
<PAGE>   65

                                   ARTICLE X.
                             SUPPLEMENTAL INDENTURES

Section 10.1  Supplemental Indentures Without Consent of Holders.

         Without notice to or the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

              (1)  to evidence the succession of another corporation to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities; or

              (2)  to add to the covenants of the Company for the benefit of the
         Holders of all or any series of Securities (and if such covenants are
         to be for the benefit of less than all series of Securities, stating
         that such covenants are expressly being included solely for the benefit
         of such series) or to surrender any right or power herein conferred
         upon the Company; or

              (3)  to add any additional Events of Default with respect to all
         or any series of Securities; or

              (4)  to add or change any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the issuance
         of Securities in bearer form, registrable or not registrable as to
         principal, and with or without interest coupons; or

              (5)  to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision; or

              (6)  to establish the form or terms of Securities of any series as
         permitted by Sections 2.1 and 3.1; or

              (7)  to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 7.11(b); or

              (8)  to cure any ambiguity, defect or inconsistency or to correct
         or supplement any provision herein which may be inconsistent with any
         other provision herein; or

              (9)  to make any change that does not materially adversely affect
         the interests of the Holders of Securities of any series.


                                       58
<PAGE>   66

         Upon request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in (and subject to the last sentence
of) Section 9.3, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

Section 10.2  Supplemental Indentures with Consent of Holders.

         With the written consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
shall, subject to Section 10.3, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby, (1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof or extend the time for payment thereof, or reduce the amount
of the principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.2, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or impair the interest hereunder of the Trustee in the
Collateral Bonds or Substituted Collateral Bonds, or reduce the principal amount
of any issue of Collateral Bonds (except, as provided in this Indenture, upon
the Release Date) or Substituted Collateral Bonds to an amount less than the
principal amount of the related issue of Notes or alter the payment provisions
of such Collateral Bonds or Substituted Collateral Bonds in a manner adverse to
the Holders of the Notes, in each case without the consent of the Holder of each
Note so affected; or (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or (3) change the redemption provisions (including Article
Twelve) hereof in a manner adverse to such Holder; or (4) modify any of the
provisions of this Section or Section 6.13, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the
references to "the Trustee" and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 7.11
(b) and 10.1(8).

         A supplemental indenture which changes or eliminates any covenant or
other provisions of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such


                                       59
<PAGE>   67


series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

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

Section 10.3  Execution of Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article, subject to the last sentence of this Section 10.3. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

Section 10.4  Effect of Supplemental Indentures.

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

Section 10.5  Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 10.6  Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE XI.
                                  COVENANTS

Section 11.1  Payments of Securities.

         With respect to each series of Securities, the Company will duly and
punctually pay the principal of (and premium, if any) and interest on such
Securities in accordance with their terms



                                       60
<PAGE>   68


and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

Section 11.2  Maintenance of Office or Agency.

         The Company will maintain an office or agency in each Place of Payment
where Securities may be surrendered for registration of transfer or exchange or
for presentation for payment, where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee as set forth in Section 1.5.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

         Unless otherwise set forth in, or pursuant to, a Board Resolution or
Indenture supplemental hereto with respect to a series of Securities, the
Company hereby initially designates the office of Citibank, N.A., Corporate
Trust Department located in 111 Wall Street, 5th Floor, New York, NY 10043, as
such office of the Company.

Section 11.3  Corporate Existence.

         Subject to Article 9, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each of its Subsidiaries and the rights (charter and
statutory) of the Company and its Subsidiaries; provided, however, that (a) the
Company shall not be required to preserve any such right, license or franchise
or the corporate existence of any of its Subsidiaries if the Board of Directors,
or the board of directors of the Subsidiary concerned, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or any of its Subsidiaries and that the loss thereof
is not materially disadvantageous to the Holders, and (b) nothing herein
contained shall prevent any Subsidiary of the Company from liquidating or
dissolving, or merging into, or consolidating with the Company (provided that
the Company shall be the continuing or surviving corporation) or with any one or
more Subsidiaries if the Board of Directors or the board of directors of the
Subsidiary concerned, as the case may be, shall so determine.

Section 11.4  Payment of Taxes and Other Claims.

         The Company will pay or discharge, or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if



                                       61
<PAGE>   69


unpaid, might by law become a material lien upon the property of the Company or
any Subsidiary; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings and for which adequate provision has been made.

Section 11.5  Maintenance of Properties.

         The Company will cause all material properties used or useful in the
conduct of its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order (normal wear and
tear excepted) and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or disposal
is, in the judgment of the Board of Directors or of the board of directors of
the Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or any Subsidiary of the Company and not materially
disadvantageous to the Holders.

Section 11.6  Compliance Certificates.

         (a)  The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
December 31), an Officer's Certificate stating whether or not the signer knows
of any Default or Event of Default by the Company that occurred prior to the end
of the fiscal year and is then continuing. If the signer does know of such a
Default or Event of Default, the certificate shall describe each such Default or
Event of Default and its status and the specific section or sections of this
Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.2.

         (b)  The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.1(4).

         (c)  The Company shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officer's Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred.


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<PAGE>   70

Section 11.7  Commission Reports.

         (a)  So long as the Securities remain outstanding, the Company shall
cause its annual report to stockholders and any other financial reports
furnished by it to stockholders generally, to be mailed to the Holders at their
addresses appearing in the register of Securities maintained by the Security
Registrar in each case at the time of such mailing or furnishing to
stockholders. If the Company is not required to furnish annual or quarterly
reports to its stockholders pursuant to the Exchange Act, the Company shall
cause its financial statements, including any notes thereto and, with respect to
annual reports, an auditors' report by an accounting firm of established
national reputation and a "Management's Discussion and Analysis of Financial
Condition and Results of Operations," to be so filed with the Trustee and mailed
to the Holders within 90 days after the end of each of the Company's fiscal
years and within 45 days after the end of each of the first three quarters of
each fiscal year.

         (b)  The Company shall provide the Trustee with a sufficient number of
copies of all reports and other documents and information that the Company may
be required to deliver to the Holders under this Section 11.7.

Section 11.8  Waiver of Stay, Extension or Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim, and will actively resist any and all efforts to be compelled to take the
benefit or advantage of, any stay or extension law or any usury law or other
law, which would prohibit or forgive the Company from paying all or any portion
of the principal of and/or interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

Section 11.9  Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.


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<PAGE>   71

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

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

              (2)  give the Trustee notice of any default by the Company (or any
         other obligor upon the Securities of that series) in the making of any
         payment of principal (and premium, if any) or interest on the
         Securities of that series; and

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

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

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

Section 11.10  Limitation on Liens.

         Neither the Company will, nor will it permit any Significant Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the property of the
Company or any of its Subsidiaries, except:


                                       64
<PAGE>   72

               (i)    Liens for taxes, assessments or governmental charges or
         levies on its property if the same shall not at the time be delinquent
         or thereafter can be paid without penalty, or are being contested in
         good faith and by appropriate proceedings.

               (ii)   Liens imposed by law, such as carriers', warehousemen's
         and mechanics' liens and other similar liens arising in the ordinary
         course of business which secure payment of obligations not more than 60
         days past due or which are being contested in good faith by appropriate
         proceedings.

               (iii)  Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation.

               (iv)   Utility easements, rights of way, exceptions, agreement
         or the joint or common use of property, restrictions and such other
         encumbrances or charges against property as are of a nature generally
         existing with respect to properties of a similar character and which do
         not in any material way affect the marketability of the same or
         interfere with the use thereof in the business of the Company or its
         Subsidiaries.

               (v)    Liens on the capital stock, partnership interest, or other
         evidence of ownership of any Subsidiary or such Subsidiary's assets
         that secure project financing for such Subsidiary.

               (vi)   Purchase money liens upon or in property now owned or
         hereafter acquired in the ordinary course of business (consistent with
         the Company's business practices) to secure (A) the purchase price of
         such property or (B) Indebtedness incurred solely for the purpose of
         financing the acquisition, construction, or improvement of any such
         property to be subject to such liens, or Liens existing on any such
         property at the time of acquisition, or extensions, renewals, or
         replacements of any of the foregoing for the same or a lesser amount;
         provided that no such lien shall extend to or cover any property other
         than the property being acquired, constructed, or improved and
         replacements, modifications, and proceeds of such property, and no such
         extension, renewal, or replacement shall extend to or cover any
         property not theretofore subject to the Lien being extended, renewed,
         or replaced.

               (vii)  Liens existing on the date the Securities are first issued
         hereunder.

               (viii) Liens for no more than 90 days arising from a transaction
         involving accounts receivable of the Company (including the sale of
         such accounts receivable), where such accounts receivable arose in the
         ordinary course of the Company's business.

               (ix)   The right reserved to, or vested in, any municipality or
         public authority by the terms of any franchise, grant, license or
         permit, or by any provision of law, to terminate such franchise, grant,
         license or permit or to purchase or appropriate or recapture or to
         designate a purchaser of any of the mortgaged property, or to demand
         and collect from the Company any tax or other compensation for the use
         of streets, alleys or other public places.


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               (x)    Rights reserved to, or vested in, any municipality or
         public authority to use, control, remove or regulate any property of
         the Company.

               (xi)   Zoning laws and ordinances.

               (xii)  Possible adverse rights or interests and inconsequential
         defects or irregularities in title which, in the opinion of counsel,
         may be properly disregarded.

               (xiii) Rights reserved to or vested in others to take or receive
         any part of the gas, power, oil or other minerals or timber generated,
         developed, manufactured or produced by, or grown on, or acquired with,
         any property of the Company.

Section 11.11  Limitation on Sale and Leaseback Transactions.

         The Company will not itself, and will not permit any Subsidiary to,
enter into any arrangement with any bank, insurance company or other lender or
investor (not including the Company or any Subsidiary), or to which such lender
or investor (other than the Company or a Subsidiary) is a party, providing for
the leasing by the Company or such Subsidiary for a period, including renewals,
in excess of three years of any real property located within the United States
of America which has been owned by the Company or such Subsidiary for more than
six months and which has been or is to be sold or transferred by the Company or
such Subsidiary to such lender or investor or to any person to whom funds have
been or are to be advanced by such lender or investor on the security of such
real property (a "Sale and Leaseback Transaction") unless either:

         (a)   the Company or such Subsidiary could create indebtedness secured
by a lien pursuant to Section 11.10 on the real property to be leased, in an
amount equal to the Value of such Sale and Leaseback Transaction, without
equally and ratably securing the Securities; or

         (b)   the Company, within six months after the sale or transfer shall
have been made, applies an amount equal to the greater of (i) the net proceeds
of the sale of the real property leased pursuant to such arrangement or (ii) the
fair market value of the real property so leased at the time of entering into
such arrangement (as determined by the Board of Directors of the Company) to the
retirement of the Securities and other obligations of the issuer ranking on a
parity with the Securities. No retirement referred to in this paragraph (b) may
be effected by payment at maturity or pursuant to any mandatory sinking fund or
prepayment provision.

Section 11.12  Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 11.10 or 11.11, if before or after
the time for such compliance the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series which
is affected thereby, shall, by consent in writing of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or conditions except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


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                                  ARTICLE XII.
                            REDEMPTION OF SECURITIES

Section 12.1  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

Section 12.2  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

Section 12.3  Election by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 90 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, substantially pro rata, by lot
or by any other method as the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange, if
any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series; provided that
in case the Securities of such series have different terms and maturities, the
Securities to be redeemed shall be selected by the Company and the Company shall
give notice thereof to the Trustee.

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

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


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Section 12.4  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 45 days prior to the Redemption
Date, unless otherwise provided in an indenture supplemental hereto, to each
Holder of Securities to be redeemed, at his address appearing in the Security
Register.

         All notices of redemption shall state:

              (1)  the Redemption Date;

              (2)  the Redemption Price;

              (3)  if less than all the Outstanding Securities of any series are
         to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to be
         redeemed;

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

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

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

              (7)  the CUSIP number, if any, of the Securities to be redeemed;
         and

              (8)  unless otherwise provided as to a particular series of
         Securities, if at the time of publication or mailing of any notice of
         redemption the Company shall not have deposited with the Trustee or
         Paying Agent and/or irrevocably directed the Trustee or Paying Agent to
         apply, from money held by it available to be used for the redemption of
         Securities, an amount in cash sufficient to redeem all of the
         Securities called for redemption, including accrued interest to the
         Redemption Date, such notice shall state that it is subject to the
         receipt of the redemption moneys by the Trustee or Paying Agent before
         the Redemption Date (unless such redemption is mandatory) and such
         notice shall be of no effect unless such moneys are so received before
         such date.

              (9)  Notice of redemption of Securities to be redeemed at the
         election of the Company shall be given by the Company or, at the
         Company's request, by the Trustee in the name and at the expense of the
         Company.

Section 12.5  Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 11.9) an amount of
money sufficient to pay the Redemption Price of, and



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<PAGE>   76


(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

Section 12.6  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular or Special Record Dates
according to their terms and the provisions of Section 3.7.

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

Section 12.7  Securities Redeemed in Part.

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

                                 ARTICLE XIII.
                                 SINKING FUNDS

Section 13.1  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "MANDATORY SINKING
FUND PAYMENT," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "OPTIONAL
SINKING FUND PAYMENT." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 13.2. Each sinking fund payment



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shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

Section 13.2  Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 13.3  Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 13.2 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 12.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 12.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 12.6 and 12.7.

                                  ARTICLE XIV.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 14.1  Applicability of Article; Company's Option to Effect Defeasance or
Covenant Defeasance.

         Unless pursuant to Section 3.1 provision is made for the
inapplicability of either or both of (a) Defeasance of the Securities of a
series under Section 14.2 or (b) Covenant Defeasance of the Securities of a
series under Section 14.3, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article, shall be
applicable to the Securities of such series, and the Company may at its option
by Board Resolution, at any time, with respect to the Securities of such series,
elect to have either Section 14.2 (unless inapplicable) or Section 14.3 (unless
inapplicable) be applied to the Outstanding Securities of such series upon
compliance with the applicable conditions set forth below in this Article.


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Section 14.2  Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 14.1 to
defease the Outstanding Securities of a particular series, the Company shall be
discharged from its obligations with respect to the Outstanding Securities of
such series on the date the applicable conditions set forth in Section 14.4 are
satisfied (hereinafter, "DEFEASANCE"). Defeasance shall mean that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same); provided, however, that the
following rights, obligations, powers, trusts, duties and immunities shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund provided for in Section 14.4, payments in respect of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 3.4, 3.5, 3.6, 11.2 and 11.9, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article, the Company may exercise its option with respect
to Defeasance under this Section 14.2 notwithstanding the prior exercise of its
option with respect to Covenant Defeasance under Section 14.3 in regard to the
Securities of such series.

Section 14.3  Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 13.1 to
obtain a Covenant Defeasance with respect to the Outstanding Securities of a
particular series, the Company shall be released from its obligations under this
Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 6.6, 6.9, 7.10,
11.1, 11.2, 11.6, 11.8 and 11.9) with respect to the Outstanding Securities of
such series on and after the date the applicable conditions set forth in Section
14.4 are satisfied (hereinafter, "COVENANT DEFEASANCE"). Covenant Defeasance
shall mean that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in this Indenture (except its
obligations under Sections 3.4, 3.5, 3.6, 6.6, 6.9, 7.10, 11.1, 11.2, 11.6, 11.8
and 11.9), whether directly or indirectly by reason of any reference elsewhere
herein or by reason of any reference to any other provision herein or in any
other document, and such omission to comply shall not constitute an Event of
Default under Section 6.1(4) with respect to Outstanding Securities of such
series, and the remainder of this Indenture and of the Securities of such series
shall be unaffected thereby.

Section 14.4  Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to Defeasance under Section 14.2
and Covenant Defeasance under Section 14.3 with respect to the Outstanding
Securities of a particular series:

              (1)  the Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.9 who shall agree to comply with the
         provisions of this Article applicable to it), under the terms of an
         irrevocable trust agreement in form and substance reasonably
         satisfactory to such



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         Trustee, as trust funds in trust for the purpose of making the
         following payments, specifically pledged as security for, and dedicated
         solely to, the benefit of the Holders of such Securities, (A) Dollars
         in an amount, or (B) U.S. Government Obligations which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than the due date
         of any payment, money in an amount, or (C) a combination thereof, in
         each case sufficient, after payment of all federal, state and local
         taxes or other charges or assessments in respect thereof payable by the
         Trustee, in the opinion of a nationally recognized firm of independent
         public accountants expressed in a written certification thereof
         delivered to the Trustee, to pay and discharge, and which shall be
         applied by the Trustee (or other qualifying trustee) to pay and
         discharge, (i) the principal of (and premium, if any, on) and each
         installment of principal of (and premium, if any) and interest on the
         Outstanding Securities of such series on the Stated Maturity of such
         principal or installment of principal or interest and (ii) any
         mandatory sinking fund payments or analogous payments applicable to the
         Outstanding Securities of such series on the day on which such payments
         are due and payable in accordance with the terms of this Indenture and
         of such Securities.

              (2)  No Default or Event of Default with respect to the Securities
         of such series shall have occurred and be continuing on the date of
         such deposit or shall occur as a result of such deposit, and no Default
         or Event of Default under clause (5) or (6) of Section 6.1 shall occur
         and be continuing, at any time during the period ending on the 91st day
         after the date of such deposit (it being understood that this condition
         shall not be deemed satisfied until the expiration of such period).

              (3)  Such deposit, Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company is a party or by
         which it is bound.

              (4)  Such Defeasance or Covenant Defeasance shall not cause any
         Securities of such series then listed on any national securities
         exchange registered under the Exchange Act to be delisted.

              (5)  In the case of an election with respect to Section 14.2, the
         Company shall have delivered to the Trustee either (A) a ruling
         directed to the Trustee received from the Internal Revenue Service to
         the effect that the Holders of the Outstanding Securities of such
         series will not recognize income, gain or loss for federal income tax
         purposes as a result of such Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Defeasance had not occurred
         or (B) an Opinion of Counsel, based on such ruling or on a change in
         the applicable federal income tax law since the date of this Indenture,
         in either case to the effect that, and based thereon such opinion shall
         confirm that, the Holders of the Outstanding Securities of such series
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such Defeasance and will be subject to federal income
         tax on the same amounts, in the same manner and at the same times as
         would have been the case if such Defeasance had not occurred.



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              (6)  In the case of an election with respect to Section 14.3, the
         Company shall have delivered to the Trustee an Opinion of Counsel or a
         ruling directed to the Trustee received from the Internal Revenue
         Service to the effect that the Holders of the Outstanding Securities of
         such series will not recognize income, gain or loss for federal income
         tax purposes as a result of such Covenant Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Covenant
         Defeasance had not occurred.

              (7)  Such Defeasance or Covenant Defeasance shall be effected in
         compliance with any additional terms, conditions or limitations which
         may be imposed on the Company in connection therewith pursuant to
         Section 3.1.

              (8)  The Company shall have delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to either the Defeasance under Section
         14.2 or the Covenant Defeasance under Section 14.3 (as the case may be)
         have been complied with.

Section 14.5  Deposited Money and Government Obligations To Be Held In Trust.

         Subject to the provisions of the last paragraph of Section 11.9, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee--collectively for purposes of this
Section 14.5, the "Trustee") pursuant to Section 14.4 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 14.4 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver to pay to the Company from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 14.4 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited for
the purpose for which such money or Government Obligations were deposited.


                                       73
<PAGE>   81

                                  ARTICLE XV.
                                 MISCELLANEOUS

Section 15.1  Miscellaneous.

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



                                       74
<PAGE>   82



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                           MICHIGAN CONSOLIDATED
                                              GAS COMPANY:




                                           By:   /s/  Howard L. Dow III
                                                --------------------------------
                                                Name: Howard L. Dow III
                                                Title Senior Vice President
                                                       and CFO



Attest:    /s/  Ronald E. Christian
         ----------------------------
         Name:  Ronald E. Christian
         Title: Vice President,
                  General Counsel          CITIBANK, N.A., as Trustee
                  and Secretary



                                           By:    /s/  P. DeFelice
                                                --------------------------------
                                                Name:  P. DeFelice
                                                Title: Vice President




Attest:     /s/ F. Mills
         ----------------------------
         Name:  F. Mills
         Title: Senior Trust Officer