EX-4.Q
                  INDENTURE OF TRUST DATED AS OF AUGUST, 1995







                             INDENTURE OF TRUST


                                   BETWEEN


                            TOOELE COUNTY, UTAH,
                                  AS ISSUER

                                     AND

                            WEST ONE BANK, UTAH,
                                 AS TRUSTEE

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

                         Dated as of August 1, 1995

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




                             Tooele County, Utah
                   Hazardous Waste Disposal Revenue Bonds
               (Laidlaw Inc./USPCI Clive Project) Series 1995



<PAGE>


                              TABLE OF CONTENTS

      (THIS TABLE OF CONTENTS IS NOT A PART OF THIS INDENTURE OF TRUST
                 AND IS FOR CONVENIENCE OF REFERENCE ONLY.)

<TABLE>
<S>                                                                                             <C>


ARTICLE I
DEFINITIONS ....................................................................................  5
         SECTION 101.        DEFINITIONS........................................................  5
         SECTION 102.        RULES OF CONSTRUCTION.............................................. 13

ARTICLE II

THE BONDS....................................................................................... 15

         SECTION 201.        AUTHORIZED AMOUNT OF BONDS......................................... 15
         SECTION 202.        ISSUANCE OF THE SERIES 1995 BONDS; CERTAIN
                             TERMS.............................................................. 15
         SECTION 203.        INTEREST ON THE BONDS.............................................. 16
         SECTION 204.        FORM OF BONDS AND TEMPORARY BONDS.................................. 17
         SECTION 205.        EXECUTION; SPECIAL LIMITED OBLIGATION.............................. 17
         SECTION 206.        AUTHENTICATION..................................................... 17
         SECTION 207.        DELIVERY OF THE SERIES 1995 BONDS.................................. 18
         SECTION 208.        ISSUANCE OF ADDITIONAL BONDS....................................... 19
         SECTION 209.        MUTILATED, LOST, STOLEN OR DESTROYED BONDS......................... 20
         SECTION 210.        BOND REGISTER; TRANSFER AND EXCHANGE OF
                             BONDS; PERSONS TREATED AS OWNERS................................... 21
         SECTION 211.        BOOK ENTRY PROVISIONS.............................................. 22
         SECTION 212.        CANCELLATION....................................................... 24

ARTICLE III

REDEMPTION OF BONDS............................................................................. 25
         SECTION 301.        OPTIONAL REDEMPTION OF SERIES 1995 BONDS........................... 25
         SECTION 302.        EXTRAORDINARY OPTIONAL REDEMPTION.................................. 25
         SECTION 303.        SPECIAL MANDATORY REDEMPTION....................................... 26
         SECTION 304.        NOTICE OF REDEMPTION............................................... 27
         SECTION 305.        BONDS PAYABLE ON REDEMPTION DATE................................... 28
         SECTION 306.        BONDS REDEEMED IN PART............................................. 28
         SECTION 307.        ELECTION TO REDEEM; NOTICE TO TRUSTEE AND
                             ISSUER............................................................. 29
         SECTION 308.        SELECTION OF BONDS TO BE REDEEMED.................................. 29
         SECTION 309.        DEPOSIT OF REDEMPTION PRICE........................................ 29

ARTICLE IV

FUNDS AND ACCOUNTS.............................................................................. 30
         SECTION 401.        ESTABLISHMENT OF FUNDS AND ACCOUNTS................................ 30
         SECTION 402.        DISPOSITION OF PROCEEDS OF SALE OF SERIES
                             1995 BONDS......................................................... 30



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         SECTION 403.        BOND FUND.......................................................... 30
         SECTION 404.        CONSTRUCTION FUND.................................................. 31
         SECTION 405.        REBATE FUND........................................................ 32

ARTICLE V

INVESTMENT OF MONEYS............................................................................ 34

ARTICLE VI

SATISFACTION OF THE INDENTURE................................................................... 35
         SECTION 601.        DISCHARGE OF INDENTURE............................................. 35
         SECTION 602.        BONDS DEEMED PAID.................................................. 35

ARTICLE VII

GENERAL COVENANTS............................................................................... 37
         SECTION 701.        PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
                             INTEREST; NO GENERAL OBLIGATION.................................... 37
         SECTION 702.        PERFORMANCE OF COVENANTS; LEGAL
                             AUTHORIZATION...................................................... 37
         SECTION 703.        FURTHER ASSURANCES................................................. 37
         SECTION 704.        IMMUNITIES AND LIMITATIONS OF
                             RESPONSIBILITY OF ISSUER........................................... 37
         SECTION 705.        RECORDING AND FILING............................................... 38
         SECTION 706.        BOOKS AND RECORDS.................................................. 38
         SECTION 707.        DEFENSE OF ISSUER'S RIGHTS......................................... 38
         SECTION 708.        ARBITRAGE; COMPLIANCE WITH PROCEEDS
                             CERTIFICATE........................................................ 39
         SECTION 709.        CONTINUING DISCLOSURE ..............................................39

ARTICLE VIII

EVENTS OF DEFAULT............................................................................... 40
         SECTION 801.        EVENTS OF DEFAULT.................................................. 40
         SECTION 802.        ACCELERATION....................................................... 41
         SECTION 803.        REMEDIES; RIGHTS OF BONDHOLDERS.................................... 41
         SECTION 804.        TRUSTEE MAY FILE PROOFS OF CLAIM................................... 42
         SECTION 805.        DIRECTION OF PROCEEDINGS BY BONDHOLDERS............................ 43
         SECTION 806.        APPOINTMENT OF RECEIVERS........................................... 43
         SECTION 807.        APPLICATION OF MONEYS.............................................. 43
         SECTION 808.        REMEDIES VESTED IN TRUSTEE......................................... 44
         SECTION 809.        RIGHTS AND REMEDIES OF BONDHOLDERS................................. 45
         SECTION 810.        TERMINATION OF PROCEEDINGS......................................... 45
         SECTION 811.        WAIVERS OF EVENTS OF DEFAULT....................................... 45
         SECTION 812.        NOTICE OF DEFAULT.................................................. 45
         SECTION 813.        DEMAND UNDER GUARANTY.............................................. 46
         SECTION 814.        LIMITATION OF LIABILITY............................................ 46



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ARTICLE IX

TRUSTEE......................................................................................... 47
         SECTION 901.        ACCEPTANCE OF TRUSTS............................................... 47
         SECTION 902.        COMPENSATION AND EXPENSES OF TRUSTEE............................... 49
         SECTION 903.        NOTICE TO BONDHOLDERS IF DEFAULT OCCURS............................ 50
         SECTION 904.        GOOD FAITH RELIANCE................................................ 50
         SECTION 905.        DEALINGS IN BONDS.................................................. 50
         SECTION 906.        INTERVENTION BY TRUSTEE............................................ 50
         SECTION 907.        SUCCESSOR TRUSTEE BY MERGER OR CONSOLIDATION....................... 51
         SECTION 908.        TRUSTEE REQUIRED; ELIGIBILITY...................................... 51
         SECTION 909.        RESIGNATION BY THE TRUSTEE......................................... 51
         SECTION 910.        REMOVAL OF THE TRUSTEE............................................. 51
         SECTION 911.        APPOINTMENT OF SUCCESSOR TRUSTEE BY THE
                             BONDHOLDERS; TEMPORARY TRUSTEE..................................... 51
         SECTION 912.        JUDICIAL APPOINTMENT OF SUCCESSOR TRUSTEE.......................... 52
         SECTION 913.        CONCERNING ANY SUCCESSOR TRUSTEES.................................. 52
         SECTION 914.        SUCCESSOR TRUSTEE AS TRUSTEE OF FUNDS.............................. 53

ARTICLE X

SUPPLEMENTAL INDENTURES......................................................................... 54
         SECTION 1001.       SUPPLEMENTAL INDENTURES NOT REQUIRING
                             CONSENT OF BONDHOLDERS............................................. 54
         SECTION 1002.       SUPPLEMENTAL INDENTURES REQUIRING CONSENT
                             OF BONDHOLDERS..................................................... 55

ARTICLE XI

AMENDMENTS TO THE LOAN AGREEMENT................................................................ 58
         SECTION 1101.       AMENDMENTS, ETC. TO LOAN AGREEMENT NOT
                             REQUIRING CONSENT.................................................. 58
         SECTION 1102.       AMENDMENTS, ETC. TO LOAN AGREEMENT REQUIRING
                             CONSENT OF BONDHOLDERS............................................. 59

ARTICLE XII

MISCELLANEOUS................................................................................... 60
         SECTION 1201.       PARTIES IN INTEREST................................................ 60
         SECTION 1202.       SEVERABILITY....................................................... 60
         SECTION 1203.       DELIVERY OF NOTICES; DELIVERY OF BONDS............................. 60
         SECTION 1204.       COUNTERPARTS....................................................... 61
         SECTION 1205.       GOVERNING LAW...................................................... 61
         SECTION 1206.       IMMUNITY OF OFFICERS AND EMPLOYEES OF ISSUER....................... 61
         SECTION 1207.       BONDS OWNED BY THE ISSUER, THE GUARANTOR OR
                             THE COMPANY........................................................ 61
         SECTION 1208.       PLEDGE AND UNDERTAKING OF THE STATE................................ 62

EXHIBIT "A"                  FORM OF BOND...................................................... A-1
EXHIBIT "B"                  DTC LETTER OF REPRESENTATIONS..................................... B-1



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<PAGE>


         THIS INDENTURE OF TRUST, dated as of August 1, 1995 (the "Indenture"),
between TOOELE COUNTY, UTAH (the "Issuer"), a duly organized and existing
political subdivision of the State of Utah, whose mailing address is 47 South
Main, Tooele, Utah 84074, and WEST ONE BANK, UTAH (the "Trustee"), a banking
institution duly established, existing and authorized to accept and execute
trusts of the character herein set out under and by virtue of the laws of the
State of Utah, whose principal corporate trust office, domicile and mailing
address is 107 South Main Street, Salt Lake City, Utah 84111, Attention:
Corporate Trust Department:

                                 WITNESSETH:

         WHEREAS, the Legislature of the State of Utah has enacted the Utah
Industrial Facilities and Development Act, Title 11, Chapter 17, Utah Code
Annotated 1953, as amended (the "Act"), for the purpose of achieving greater
industrial development in the State of Utah and protecting and promoting the
health, welfare and safety of the citizens of the State of Utah; and

         WHEREAS, the Act authorizes counties of the State of Utah to issue
revenue bonds for the purpose, among other things, of defraying the cost of
financing, acquiring, constructing, improving, equipping, furnishing or
maintaining any project or projects suitable for, among other things, industrial
purposes, for the reduction, abatement or prevention of pollution and for any
other business purpose, such project or projects to consist of any land,
interest in land, building, structure, facility, system, fixture, improvement,
appurtenance, machinery or equipment; and

         WHEREAS, the Issuer is a county of the State of Utah within the meaning
of the Act; and

         WHEREAS, USPCI Clive Incineration Facility, Inc., an Oklahoma
corporation (the "Company") has requested that the Issuer issue bonds to
finance, in part, the acquisition, construction and equipping of a hazardous
waste disposal and treatment facility for the reduction, abatement or prevention
of pollution and for certain other business purposes as more particularly
described herein (the "Project"); and

         WHEREAS, pursuant to the Act, in connection with the issuance of the
Series 1995 Bonds under the Act, the Issuer is entitled to provide for and enter
into agreements incident to the financing of the Project to accomplish the
purposes of the Act and the performance of the Issuer's obligations relative to
the Series 1995 Bonds, including but not limited to the specification of the
terms and conditions under which the Series 1995 Bonds may be issued, the
officer of the Issuer responsible for the issuance, execution and delivery of
the Series 1995 Bonds, the source of payment on the Series 1995 Bonds and all
other details necessary or appropriate for the issuance of the Series 1995 Bonds
not inconsistent with the Act, it being the intention of the Issuer that the
provisions of this Indenture are determined and established in compliance with
and in furtherance of the authority granted the Issuer under the Act to
accomplish the foregoing purposes; and

         WHEREAS, pursuant to and in accordance with the provisions of the Act,
by resolution duly adopted (the "Resolution"), and in furtherance of the intent
and



                                        1
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purposes of the Act, the Issuer has authorized the issuance of its Hazardous
Waste Disposal Revenue Bonds (Laidlaw Inc./USPCI Clive Project), Series 1995, in
an aggregate principal amount of $10,000,000 (the "Series 1995 Bonds") and the
execution and delivery of an indenture providing for the issuance of such Series
1995 Bonds and for their security; and

         WHEREAS, the Issuer will loan the proceeds of the Series 1995 Bonds to
the Company pursuant to a Loan Agreement, dated as of August 1, 1995 (the "Loan
Agreement"), by and between the Company and the Issuer, pursuant to which the
Company will covenant, among other things, to make payments at such times and in
such amounts so as to provide for payment of (i) the principal of, premium, if
any, and interest on the Series 1995 Bonds outstanding under this Indenture, and
(ii) all other amounts payable under this Indenture; and

         WHEREAS, Laidlaw Inc., a Canadian corporation (the "Guarantor") is the
indirect owner of the Company, and the Guarantor desires to execute and deliver
a Guaranty (the "Guaranty") whereby the Guarantor will guaranty payment of all
obligations of the Company with respect to the Series 1995 Bonds; and

         WHEREAS, the Issuer is authorized under the Act to issue its revenue
bonds for the aforesaid purposes and the Issuer has determined that the public
interest will be best served and that the purposes of the Act can be
advantageously achieved by the Issuer's issuance of the Series 1995 Bonds in
order to obtain funds to loan to the Company for the foregoing purposes; and

         WHEREAS, provision is made herein for the issuance of additional bonds
from time to time which will rank on a parity with the Series 1995 Bonds for the
purposes, upon the terms and subject to the conditions provided for herein; and

         WHEREAS, all things necessary to make the Series 1995 Bonds, when
authenticated by the Trustee and issued as in this Indenture provided, the
valid, binding and legal obligations of the Issuer according to the import
thereof, and to constitute this Indenture a valid assignment and pledge of the
payments and prepayments under the Loan Agreement to be applied to the payment
of the principal of, premium, if any, and interest on the Bonds (as hereinafter
defined) and to the payment of certain other amounts, and a valid assignment of
the right, title and interest of the Issuer under the Loan Agreement and amounts
payable to the Issuer under the Loan Agreement (except fees and expenses payable
to the Issuer and the Issuer's rights relating to indemnification and notice),
have been done and performed, and the creation, execution and delivery of this
Indenture, and the creation, execution and issuance of the Series 1995 Bonds,
subject to the terms hereof, have in all respects been duly authorized:

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That the Issuer, in consideration of the premises and the acceptance by
the Trustee of the trusts hereby created and of the purchase and acceptance of
the Bonds by the owners thereof, and of other good and lawful consideration, the
receipt of which is hereby acknowledged, and to secure the payment of the
principal of, premium, if any, and interest on the Bonds according to their
tenor and effect and the



                                        2
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payment of certain other amounts and to secure the performance and observance by
the Issuer of all of the covenants and conditions herein or therein contained,
by these presents does hereby convey, assign, transfer, pledge, set over and
confirm and grant a security interest in, unto the Trustee, its successor or
successors and its or their assigns forever, with power of sale, all and
singular the property hereinafter described (said property being herein
sometimes referred to as the "Trust Estate"), to wit:

                               GRANTING CLAUSES

                                  DIVISION I

         All right, title and interest of the Issuer in and to the Loan
Agreement and the amounts payable to the Issuer under the Loan Agreement
(excluding the Issuer's rights relating to the payment of fees, the
reimbursement of expenses, indemnification and notice);

                                 DIVISION II

         The Bond Fund and the Construction Fund (as each such term is
hereinafter defined), including moneys and obligations therein, held by the
Trustee (except moneys or obligations deposited with or paid to the Trustee for
payment or redemption of Bonds that are deemed no longer to be outstanding
hereunder) pursuant to the terms of this Indenture;

                                 DIVISION III

         Any and all other property of every kind and nature from time to time
hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or
transferred as and for additional security hereunder by the Issuer or the
Company or by anyone on their behalf to the Trustee, subject to the terms
thereof, including without limitation debt service reserve or similar funds,
letters or lines of credit, bond insurance policies, guaranties, including the
Guaranty or other forms of credit enhancement or funds of the Company held by
the Trustee as security for the Bonds.

                              EXCEPTED PROPERTY

         There is, however, expressly excepted and excluded from the lien and
operation of this Indenture amounts to be transferred pursuant to this Indenture
to, or held by the Trustee in, the Rebate Fund established hereunder;

         TO HAVE AND TO HOLD, all and singular, the properties and the rights
and privileges hereby conveyed, assigned and pledged by the Issuer or intended
so to be, unto the Trustee and its successors and assigns forever, in trust,
nevertheless, with power of sale for the equal and pro rata benefit and security
of each and every owner of the Bonds issued and to be issued hereunder, without
preference, priority or distinction as to participation in the lien, benefit and
protection hereof of one Bond over or from the others, by reason of priority in
the issue or negotiation or maturity thereof, or for any other reason
whatsoever, except as herein otherwise expressly provided, so that each and all
of such Bonds shall have the same right, lien and privilege under this Indenture
and shall be equally secured hereby with the same effect as if the same had



                                        3
<PAGE>


all been made, issued and negotiated simultaneously with the delivery hereof and
were expressed to mature on one and the same date;

         PROVIDED, NEVERTHELESS, and these presents are upon the express
condition that if the Issuer or its successors or assigns shall well and truly
pay or cause to be paid the principal of the Bonds, with interest according to
the provisions set forth in the Bonds, or shall provide for the payment or
redemption of the Bonds by depositing or causing to be deposited with the
Trustee the entire amount of funds or securities required for payment or
redemption thereof when and as authorized by the provisions hereof, or shall
provide, as permitted hereby, for the payment thereof in accordance with Article
VI hereof, and shall also pay or cause to be paid all other sums payable
hereunder by the Issuer, then these presents and the estate and rights hereby
granted shall cease, determine and become void, and thereupon the Trustee, on
payment of its lawful charges and disbursements then unpaid, on demand of the
Issuer and upon the payment of the costs and expenses thereof, shall duly
execute, acknowledge and deliver to the Issuer and the Company such instruments
of satisfaction or release as may be necessary or proper to discharge this
Indenture, including, if appropriate, any required discharge of record, and if
necessary shall grant, reassign and deliver to the Issuer, its successors or
assigns, all and singular the property, rights, privileges and interests by it
hereby granted, conveyed and assigned, and all substitutes therefor, or any part
thereof, not previously disposed of or released as herein provided; otherwise
this Indenture shall be and remain in full force and effect.

         AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the
parties hereto that all Bonds are to be issued, authenticated and delivered, and
that all the Trust Estate is to be held and applied, subject to the further
covenants, conditions, releases, uses and trusts hereinafter set forth, and the
Issuer, for itself and its successors, does hereby covenant and agree to and
with the Trustee and its respective successors in said trust, for the benefit of
those who shall hold the Bonds, or any of them, as follows:



                                        4


<PAGE>

                                  ARTICLE I

                                 DEFINITIONS

         SECTION 101. DEFINITIONS. To the extent not defined herein, capitalized
terms used in this Indenture shall have the same meanings as set forth in the
Loan Agreement. In addition to the capitalized words and terms used herein and
defined in the Loan Agreement or elsewhere in this Indenture, the following
words and terms as used in this Indenture shall have the following meanings
unless the context or use indicates another or different meaning or intent:

         "ACT" means the Utah Industrial Facilities and Development Act, Title
11, Chapter 17, Utah Code Annotated 1953, as amended.

         "ACT OF BANKRUPTCY OF GUARANTOR" means that the Guarantor has become
insolvent or has failed to pay its debts generally as such debts become due or
has admitted in writing its inability to pay any of its indebtedness or has
consented to or has petitioned or applied to any authority for the appointment
of a receiver, liquidator, trustee, or similar official for itself or for all or
any substantial part of its properties or assets or that any such trustee,
receiver, liquidator, or similar official has otherwise been appointed or that
bankruptcy, insolvency, reorganization, arrangement, or liquidation proceedings
(or similar proceedings) have been instituted by or against the Guarantor, and,
in the case such proceedings are instituted against the Guarantor, such
proceedings continue undismissed in excess of 90 days.

         "ADDITIONAL BONDS" means the parity bonds authorized to be issued by
the Issuer pursuant to the terms and conditions of this Indenture in addition to
the Series 1995 Bonds.

         "AFFILIATE" means, with respect to the Company, any other Person which,
directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with, the Company. For the purposes of
this definition, the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of the Company, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "AUTHORIZED COMPANY REPRESENTATIVE" means the person or persons at the
time and from time to time designated, by written certificate furnished to the
Issuer and the Trustee, as the person or persons authorized to act on behalf of
the Company. Such certificate shall contain the specimen signature of such
person or persons, shall be signed on behalf of the Company by the President,
any Vice President, a Treasurer or any Assistant Treasurer of the Company and
may designate alternate Authorized Company Representatives. The Authorized
Company Representative may, but need not, be an employee of the Company.

         "AUTHORIZED DENOMINATIONS" means $5,000 and any integral multiple
thereof.

         "AUTHORIZED GUARANTOR REPRESENTATIVE" means the person or persons at
the time and from time to time designated, by written certificate furnished to
the Issuer and the



                                        5
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Trustee, as the person or persons authorized to act on behalf of the Guarantor.
Such certificate shall contain the specimen signature of such person or persons,
shall be signed on behalf of the Guarantor by the President, any Executive Vice
President or Senior Vice President or the Treasurer of the Guarantor and may
designate alternate Authorized Guarantor Representatives. The Authorized
Guarantor Representative may, but need not, be an employee of the Guarantor.

         "AUTHORIZED ISSUER REPRESENTATIVE" means the person or persons at the
time and from time to time designated, by written certificate furnished to the
Company and the Trustee, as the person or persons authorized to act on behalf of
the Issuer. Such certificate shall contain the specimen signature of such person
or persons, shall be signed on behalf of the Issuer by the Chairman of the
Governing Body and may designate alternate Authorized Issuer Representatives.
The Authorized Issuer Representative may, but need not, be an employee of the
Issuer.

         "BANKRUPTCY CODE" means Title 11 of the United States Code, as now or
hereafter constituted.

         "BOND COUNSEL" means the firm of Ballard Spahr Andrews & Ingersoll, or
any other law firm having a national reputation in the field of municipal law
whose opinions are generally accepted by purchasers of municipal bonds and
appointed by resolution of the Issuer.

         "BOND FUND" means the trust fund so designated which is created and
established with the Trustee pursuant to Section 401 hereof.

         "BONDHOLDER", "HOLDER", "OWNER" or "OWNER OF THE BONDS" means the
registered owner of any Bond.

         "BOND PURCHASE CONTRACT" means a bond purchase contract between the
Issuer and BA Securities, Inc., providing for its purchase from time to time of
Series 1995 Bonds.

         "BOND REGISTER" means the registration books of the Issuer kept by the
Trustee to evidence the registration, transfer and exchange of Bonds.

         "BOND RESOLUTION" means the resolution of the Governing Body adopted
August 1, 1995 authorizing the issuance and sale of the Series 1995 Bonds.

         "BONDS" means the Series 1995 Bonds and any Additional Bonds,
collectively.

         "BUSINESS DAY" means any day other than (a) a Saturday, (b) a Sunday,
(c) a day on which (i) the Principal Office of the Trustee, or (ii) banking
institutions located in the City of New York, New York, are authorized or
required by law or executive order to be closed, or (d) a day on which the New
York Stock Exchange is closed.

         "CHAIRMAN" means the duly elected Chairman or Vice Chairman of the
Governing Body or any successor to the principal functions thereof or any other
member of the Governing Body temporarily designated by the Issuer to serve pro
tempore as Chairman.



                                        6
<PAGE>


         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Each reference to a Section of the Code herein shall be deemed to include
the United States Treasury Regulations, including temporary and proposed
regulations, relating to such Section which are applicable to the Bonds or the
use of the proceeds thereof.

         "COMPANY" means USPCI Clive Incineration Facility, Inc., an Oklahoma
Corporation, its successors and assigns and any surviving, resulting or
transferee entity as permitted under the Loan Agreement.

         "COMPANY DOCUMENTS" means the Loan Agreement and the Proceeds
Certificate.

         "COMPLETION CERTIFICATE" means the certificate delivered by the Company
pursuant to Section 3.4 of the Loan Agreement.

         "CONSTRUCTION" (and other forms of the word "construct"), when used
with reference to any portion of the Project, means acquisition, construction,
improvement, renovation, equipping, installation and furnishing.

         "CONSTRUCTION FUND" means the trust fund so designated which is created
and established pursuant to Section 401 hereof.

         "DEFAULT RATE" means the per annum rate of interest announced publicly
by the Trustee from time to time as its base rate.

         "DTC" means The Depository Trust Company, New York, New York, a
limited-purpose trust company organized under the laws of the State of New
York.

         "ELIGIBLE SECURITIES" means, to the extent permitted by law, any of the
following securities, maturing (or redeemable at the option of the holder
thereof), at such time or times as to enable disbursements to be made from the
fund in which such investment is held in accordance with the terms hereof:

                           (a)      Direct obligations of the United States of
                  America or obligations to the full and prompt payment of which
                  the full faith and credit of the United States of America is
                  pledged or evidences of direct ownership in future interest
                  and principal payments on such obligations held by a bank or
                  trust company, as custodian, under which the owner of the
                  investment is the real party in interest and has the right to
                  proceed directly and individually against the obligor on such
                  obligations, and which underlying obligations are not
                  available to satisfy any claim of the custodian or any person
                  claiming through the custodian or to whom the custodian may be
                  obligated;

                           (b)
                                    (i)    any obligation, the interest on
                           which is excludable from gross income of the owner
                           thereof for federal income tax purposes; and



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<PAGE>


                                    (ii)   stock of a corporation during any
                           quarter of the taxable year of the corporation
                           that--

                                           (1)    the corporation is a regulated
                                    investment company (as defined in Section
                                    851(a) of the Code) which, for the taxable
                                    year, meets the requirements of Sectio
                                    852(a) of the Code;

                                           (2)    the corporation has authorized
                                    and outstanding only one class of stock;

                                           (3)    the corporation to the
                                    extent practicable invests all its assets in
                                    obligations described in subclause (i) of
                                    this clause (b); and

                                           (4)    at least 98 percent of--

                                                  (A) the gross income of the
                                           corporation (without regard to the
                                           exclusion of interest from gross
                                           income under Section 103 of the Code)
                                           is derived from interest on or gains
                                           from the sale or other disposition of
                                           obligations described in subclause
                                           (i) of this clause (b); or

                                                  (B) the weighted average value
                                           of the assets of the corporation is
                                           represented by investments in
                                           obligations described in sublcause
                                           (i) of this clause (b); and

                                    (iii)   any other investment which qualifies
                           as a tax-exempt bond for purposes of Section
                           148(b)(3)(A) of the Code and the applicable United
                           States Treasury Regulations;

                           provided that, at the time of purchase of any
                           investment under this clause (b), such investment
                           is rated in either of the two highest rating
                           categories (without regard to pluses or minuses) of
                           the Rating Service;

                           (c)      Evidences of indebtedness issued by any of
                  the following: Bank for Cooperatives; Export-Import Bank
                  of the United States; Farmers Home Administration; Federal
                  Financing Bank; Federal Home Loan Bank System; Federal Home
                  Loan Mortgage Corporation (including participation
                  certificates); Federal Housing Administration; Federal
                  Intermediate Credit Banks; Federal Land Banks; Federal
                  National Mortgage Association; Government National Mortgage
                  Association; Small Business Administration; Student Loan
                  Marketing Association; or any other agency or instrumentality
                  of the United States of America created by an act of Congress
                  which is substantially similar to the foregoing in its legal
                  relationship to the United States of America, provided that at
                  the time of their purchase such obligations of such other



                                        8
<PAGE>


                  agency or instrumentality are guaranteed by the full faith and
                  credit of the United States of America or are rated in either
                  of the two highest rating categories (without regard to pluses
                  or minuses) of the Rating Service;

                           (d) Obligations of any person, including the Trustee,
                  provided that, at the time of their purchase, such obligations
                  are rated in either of the two highest rating categories
                  (without regard to pluses or minuses) of the Rating Service;

                           (e) Demand deposits or interest-bearing time
                  deposits, certificates of deposit or other similar banking
                  arrangements that are made with the Trustee or with any other
                  bank having deposits insured by the Federal Deposit Insurance
                  Corporation ("FDIC"), or any savings and loan association
                  having deposits insured by the Resolution Trust Corporation
                  ("RTC"), provided that such time deposits or certificates of
                  deposit or other similar banking arrangements are: (i) fully
                  insured by the FDIC or the RTC, (ii) made with any bank
                  (including the Trustee) having undivided capital and surplus
                  of at least $100,000,000, the debt obligations (or, in the
                  case of the principal bank in a bank holding company, debt
                  obligations of the bank holding company) of which are rated in
                  either of the two highest rating categories (without regard to
                  pluses or minuses) of the Rating Service, or (iii)
                  continuously secured as to principal, to the extent not
                  insured by the FDIC or the RTC, (A) by lodging with a bank or
                  trust company other than the depository, as collateral
                  security, and granting to the Trustee a perfected first
                  security interest therein, obligations described in clause
                  (a), (b) or (c) above or, with the approval of the Trustee,
                  other marketable securities eligible as security for the
                  deposit of trust funds under applicable regulations, having a
                  market value (exclusive of accrued interest) not less than the
                  amount of such deposit and not subject to the prior claims of
                  any third parties, or (B) if the furnishing of security as
                  provided in clause (A) of this clause is not permitted by
                  applicable law, in such other manner as may then be required
                  or permitted by applicable State or federal laws and
                  regulations regarding the security for, or granting a
                  preference in the case of the deposit of, trust funds;

                           (f) Investment agreements or repurchase agreements
                  with any institution (including the Trustee), the long-term
                  debt or claims paying ability of which is rated in either of
                  the two highest rating categories (without regard to pluses or
                  minuses) of the Rating Service;

                           (g) Repurchase agreements with a financial
                  institution (including the Trustee) having deposits insured by
                  the FDIC or the RTC, or any broker or dealer that is a dealer
                  in government bonds and that is recognized by, trades with and
                  reports to, a Federal Reserve Bank as a primary dealer in
                  government securities, provided in any case: (i) the
                  collateral for the repurchase agreement, at the last
                  determination thereof, is described in clause (a), (b) or (c)
                  above, (ii) the current market value of the collateral
                  securing the repurchase agreement, at the last



                                        9
<PAGE>


                  determination thereof, is at least equal to the amount of the
                  repurchase agreement and is determined not less frequently
                  than monthly, (iii) the collateral is held for the benefit of
                  the Trustee by a Person other than the obligor on such
                  repurchase agreement and (iv) the collateral is not subject to
                  the prior claims of any third parties;

                           (h) Open market debt instruments (having an original
                  maturity of 365 days or less) that are rated in either of the
                  two highest short-term debt rating categories (without regard
                  to pluses or minuses) of the Rating Service;

                           (i) Investments in money market funds rated in
                  either of the two highest rating categories (without regard to
                  pluses or minuses) of the Rating Service; and

                           (j) Any fund or other pooling arrangement which
                  exclusively purchases and holds one or more of the investments
                  described in clauses (a) through (i), above.

                           (k) Any investments or securities permitted for
                  investment of public funds under the Utah State Money
                  Management Act of 1974, Title 51, Chapter 7, Utah Code
                  Annotated 1953, as amended.

         "EVENT OF DEFAULT" means (a) with respect to this Indenture, an "Event
of Default" as defined in Section 801 hereof and (b) with respect to the Loan
Agreement, an "Event of Default" as defined in Section 7.1 thereof.

         "FACILITY" means the hazardous waste disposal and treatment facility
located in Tooele County, Utah consisting of (i) land and land improvements to
be used as a site for the disposal and treatment facility; and (ii) the
equipment, facilities, and improvements to be used in connection with the
operation of said disposal and treatment facility.

         "GOVERNING BODY" means the Board of County Commissioners of the Issuer.

         "GOVERNMENT OBLIGATIONS" means obligations described in clause (a) of
the definition of Eligible Securities.

         "GUARANTOR" means Laidlaw Inc., a Canadian corporation and its
successors and assigns as permitted by the Guaranty.

         "GUARANTY" means the Guaranty from the Guarantor to the Trustee, dated
as of August 1, 1995, with respect to the Series 1995 Bonds.

         "IMMEDIATE NOTICE" means notice by telephone, telex or telecopier to
such address as the addressee shall have directed in writing, promptly followed
by written notice by first class mail, postage prepaid.



                                       10
<PAGE>


         "INDENTURE" means this Indenture of Trust, dated as of August 1, 1995
between the Issuer and the Trustee, as the same may from time to time be amended
or supplemented in accordance with the terms hereof.

         "INTEREST PAYMENT DATE" means, with respect to any Bond each February 1
and August 1.

         "ISSUE DATE" means, with respect to the Series 1995 Bonds, August 1,
1995.

         "ISSUER" means Tooele County, Utah.

         "ISSUER DOCUMENTS" means the Bond Resolution, the Loan Agreement, the
Indenture, and the Proceeds Certificate.

         "LOAN AGREEMENT" means the Loan Agreement dated as of August 1, 1995,
by and between the Company and the Issuer, as the same may from time to time be
amended or supplemented in accordance with the terms thereof and hereof.

         "MAXIMUM RATE" means the maximum interest rate per annum permitted
under Utah law to be borne by obligations similar to the Bonds.

         "OUTSTANDING", "BONDS OUTSTANDING" or "OUTSTANDING BONDS" means, as of
any given date, all Bonds which have been duly authenticated and delivered under
this Indenture, except:

                           (a)      Bonds cancelled on or prior to such date or
                  delivered to or acquired by the Trustee on or prior to such
                  date for cancellation;

                           (b)      Bonds deemed to be paid in accordance with
                  Article VI of this Indenture; and

                           (c)      Bonds in lieu of which other Bonds have been
                  authenticated under Sections 204, 209, and 210 hereof.

         "PAYING AGENT" means the Trustee or any successor trustee thereof.

         "PERSON" means any natural person, firm, joint venture, association,
partnership, business trust, corporation, public body, agency or political
subdivision thereof or any other similar entity.

         "PRINCIPAL OFFICE" means, when used with respect to the Issuer, the
Trustee, the Company and the Guarantor, each respective office of such Persons
designated in Section 1203 hereof. The Principal Office of any such Person may
be changed from time to time by delivering notice of such change to the Issuer,
the Trustee, the Company, and the Guarantor.

         "PROCEEDS CERTIFICATE" means that certain Proceeds Certificate, dated
the Issue Date, and executed by the Issuer and the Company, as amended from time
to time.



                                       11
<PAGE>


         "PROJECT" means the Project described in Exhibit A to the Loan
Agreement as the same may be amended from time to time in accordance with the
provisions of the Loan Agreement, including any other project undertaken by the
Company and financed through Additional Bonds issued under this Indenture.

         "PROJECT COSTS" OR "COSTS" means any cost of the Project or in respect
of the Project now or hereafter permitted under the Act. Without limiting the
generality of the foregoing, such costs may include: (i) amounts payable to
contractors and suppliers (including fees for designing the Project where the
designs are provided by the contractor or supplier); (ii) costs of labor,
services, materials, supplies and equipment furnished by the Company (including
shipping costs) plus the Company's standard overhead charge; (iii)
architectural, engineering, legal and other professional fees, marketing costs
and brokerage commissions; (iv) costs of funding a reserve to the extent
permitted by the Code; (v) interest on the Bonds to the extent permitted by the
Act; (vi) costs of financing including but not limited to bond discount,
printing expense, mortgage taxes and recording fees, Issuer and Trustee fees
accruing prior to completion of the Project, and legal and accounting fees.

         "QUALIFIED PROJECT COSTS" means the Project Costs, but only to the
extent such costs were paid or incurred by the Company after February 28, 1995
and only to the extent that such costs are incurred for the acquisition,
development, construction, equipping and furnishing, or improvement of land or
property of a character subject to the allowance for depreciation provided in
Section 167 of the Code and are chargeable to the capital account of the Project
or would be so chargeable either with a proper election by the Company or but
for a proper election by the Company to deduct such costs, within the meaning of
Treasury Regulation Section 1.103-8(a)(1), as the same may be amended or
supplemented from time to time. "Qualified Project Costs" shall not include (i)
working capital and inventory costs, (ii) costs of issuance, and (iii) interest
following completion of construction of the Project. Interest during
construction of the Project shall be allocated proportionately between Qualified
Project Costs and other costs paid from Bond proceeds.

         "RATING SERVICE" means Standard & Poor's Corporation, a corporation
organized and existing under the laws of the State of New York, and its
successors and assigns, provided that if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "Rating Service" shall be deemed to refer to any other nationally
recognized securities rating agency designated by the Trustee, at the written
direction of the Company.

         "REBATABLE ARBITRAGE" shall mean, with respect to any Series of Bonds,
the amount (determined as of each Rebate Calculation Date) of rebatable
arbitrage payable to the United States at the times and in the amounts specified
in Section 148(f)(3) of the Code and Section 1.148-1 and 1.148-2 of the
Regulations.

         "REBATE CALCULATION DATE" means, with respect to each series of Bonds,
the interest payment date next preceding the fifth anniversary of the issue date
of such series of Bonds, each fifth anniversary of the initial Rebate
Calculation Date for such series of Bonds, and the date of retirement of the
last Bond of such series.

         "REBATE FUND" shall mean the fund established by Section 405 hereof.



                                       12
<PAGE>


         "RECORD DATE" means with respect to any Bond the fifteenth day of the
month preceding an Interest Payment Date with respect to such Bond.

         "REGISTRAR" means the Trustee, when acting in accordance with Section
210 hereof.

         "REGULATIONS" and all references thereto shall mean and include
applicable final, proposed and temporary United States Treasury Regulations
promulgated with respect to Sections 103 and 141 through 150 of the Code,
including all amendments thereto made hereafter.

         "REQUIRED REBATE DEPOSIT" means with respect to any series of Bonds an
amount determinable as of each Rebate Calculation Date, which when added to
amounts then on deposit in the Rebate Fund with respect to such series of Bonds,
if any, equals the aggregate amount of Rebatable Arbitrage for such series of
Bonds less the amount of Rebatable Arbitrage theretofore paid to the United
States with respect to such series of Bonds, if any.

         "SERIES 1995 BONDS" means the Issuer's Hazardous Waste Disposal Revenue
Bonds (Laidlaw Inc./USPCI Clive Project), Series 1995, authorized by the Issuer
to be authenticated and delivered from time to time pursuant to the terms and
conditions of this Indenture in an aggregate principal amount of $10,000,000.

         "SPECIAL RECORD DATE" means the date fixed by the Trustee pursuant to
Section 202 of this Indenture for the payment of Defaulted Interest (as such
term is defined in Section 202 hereof).

         "STATE" means the State of Utah.

         "TRUST ESTATE" is defined in the Granting Clauses of this Indenture.

         "TRUSTEE" means West One Bank, Utah, Salt Lake City, Utah, and any
successor trustee under this Indenture.

         SECTION 102.      RULES OF CONSTRUCTION. Unless the context shall
otherwise require,

                           (a)      an accounting term not otherwise defined
                  shall have the meaning assigned to it in accordance with
                  generally accepted accounting principles as the same shall be
                  in effect from time to time;

                           (b)      references to Articles and Sections are to
                  the Articles and Sections of this Indenture;

                           (c)      words of the masculine gender shall be
                  deemed and construed to include correlative words of the
                  feminine and neuter genders;

                           (d)      unless the context shall otherwise
                  indicate, words importing the singular number shall include
                  the plural and vice versa; and



                                       13

<PAGE>


                           (e) headings of Articles and Sections herein and the
                  table of contents hereof are solely for convenience of
                  reference, do not constitute a part hereof and shall not
                  affect the meaning, construction or effect hereof.




                                       14
<PAGE>


                                  ARTICLE II

                                  THE BONDS

         SECTION 201. AUTHORIZED AMOUNT OF BONDS. No Bonds may be issued under
the provisions of this Indenture except in accordance with this Article. The
total principal amount of Bonds which may be issued hereunder is hereby
expressly limited (a) with respect to the Series 1995 Bonds authorized pursuant
to Section 202 hereof, to $10,000,000 and (b) with respect to any Additional
Bonds issued in accordance with Section 208 hereof, the amount permitted
pursuant to the provisions of Section 208 hereof and specified in any
supplemental indenture or supplemental indentures entered into pursuant to
Section 208 and Article X hereof.

         SECTION 202. ISSUANCE OF THE SERIES 1995 BONDS; CERTAIN TERMS. In order
to finance a portion of the Project Costs there is hereby authorized to be
issued by the Issuer a series of bonds which is hereby designated as the "Tooele
County, Utah Hazardous Waste Disposal Revenue Bonds (Laidlaw Inc./USPCI Clive
Project), Series 1995". The Series 1995 Bonds may be authenticated and delivered
to the purchasers thereof at any time and from time to time as provided in
Section 207(b) hereof.

         The Series 1995 Bonds shall be issuable as fully registered bonds,
without coupons, in any Authorized Denomination, in substantially the form
described in Section 204 hereof. The Series 1995 Bonds shall be lettered "R" and
shall be numbered consecutively from one (1) upward. The Series 1995 Bonds shall
be dated the Issue Date, shall bear interest payable on each Interest Payment
Date beginning February 1, 1996, and shall mature, subject to prior redemption
as follows:



================================================================================
              YEAR                   PRINCIPAL AMOUNT            INTEREST RATE
--------------------------------------------------------------------------------


         August 1, 2010                $10,000,000                   6.75%
================================================================================


         Each Bond authenticated prior to the first Interest Payment Date with
respect to such Bond shall bear interest from the Issue Date thereof, as
evidenced by the Certificate of Authentication on such Bond. Each Bond
authenticated on or after the first Interest Payment Date with respect to such
Bond shall bear interest from the Interest Payment Date next preceding the date
of authentication thereof, unless the date of authentication shall be an
Interest Payment Date to which interest on such Bond has been paid in full or
duly provided for, in which case such Bond shall bear interest from the date of
authentication thereof; provided that if, as shown by the records of the
Trustee, interest on a Bond shall be in default, such Bond, or Bonds issued in
exchange for or upon the registration of transfer thereof, shall bear interest
from the date to which interest has been paid in full on the Bond or, if no
interest has been paid on the Bond with respect to which interest is in default,
the Issue Date.

         Interest on each Bond shall be payable on the Interest Payment Date
applicable thereto to the Person who, on the close of business on the Record
Date, is the registered holder thereof. Interest on any Bond shall be payable by
check mailed on



                                       15
<PAGE>


the Interest Payment Date to the registered holder of such Bond at the address
of such registered holder set forth in the Bond Register.

         Interest on any Bond which 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 owner thereof on the relevant Record Date
by virtue of having been such owner, and such Defaulted Interest shall be paid
to the Person in whose name such Bond (or the respective predecessor Bond) is
registered at the close of business on a Special Record Date to be established
as hereinafter provided. The Trustee shall establish (a) the date on which the
Defaulted Interest shall be paid, (b) the amount of Defaulted Interest payable
on each Bond on such payment date and (c) a Special Record Date for the payment
of such Defaulted Interest, which Special Record Date shall be not more than
fifteen (15) nor less than ten (10) days prior to the payment date. Not less
than ten (10) days prior to the Special Record Date the Trustee shall cause
notice to be delivered to the Issuer, the Company, and each owner of Bonds as to
which Defaulted Interest is payable, which notice shall specify the proposed
payment date, the Special Record Date and, in the case of notice to the Company
and the Issuer, the total amount of Defaulted Interest payable with respect to
all Bonds payable on such proposed payment date, and in the case of notice to
each Bondholder, the amount of Defaulted Interest payable with respect to each
Bond held by such Bondholder. Such notice shall be mailed, first-class postage
prepaid, to the address of each Bondholder appearing in the Register. Upon
receipt of such notice, the Company shall, in accordance with the Loan
Agreement, deposit with the Trustee, as appropriate, an amount of money equal to
the aggregate amount of Defaulted Interest to be paid on the payment date, or
shall make arrangements satisfactory to the Trustee, as appropriate, for such
deposit prior to the proposed date of payment, such money when deposited to be
held in trust for the benefit of the persons entitled to such Defaulted Interest
as provided in this paragraph. Notice having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Person in whose name the Bond (or the
respective predecessor Bond) is registered at the close of business on such
Special Record Date.

         The principal of (including the principal component of the redemption
price) and any applicable redemption premium on the Bonds are payable at the
Principal Office of the Trustee only upon presentation and surrender thereof.

         All payments of principal of, premium, if any, and interest on the
Bonds are payable in any coin or currency of the United States of America that
is legal tender for the payment of public and private debts on the respective
dates of payment thereof.

         SECTION 203.      INTEREST ON THE BONDS.

                           (a)      Calculation of Interest.  Interest on the
                  Bonds shall be calculated on the basis of a 360-day year
                  composed of twelve 30-day months.

                           (b)      Maximum Rate.  None of the Bonds shall bear
                  interest at a rate per annum in excess of the Maximum Rate.



                                       16
<PAGE>


         SECTION 204. FORM OF BONDS AND TEMPORARY BONDS. The Bonds issued under
this Indenture shall be in substantially the form set forth in Exhibit "A"
hereto, with such appropriate variations, omissions and insertions as are
permitted or required by this Indenture or deemed necessary by the Trustee and
the Issuer.

         Bonds of any series may be initially issued in temporary form
exchangeable for definitive Bonds of the same series when ready for delivery.
The temporary Bonds shall be in the form of registered Bonds without coupons in
Authorized Denominations, substantially in the form of Exhibit "A" hereto, with
such appropriate omissions, insertions and variations as may be required with
respect to such temporary Bonds and may contain such reference to any of the
provisions of this Indenture as may be appropriate. Every temporary Bond shall
be executed by the Issuer and be authenticated by the Trustee, upon the same
conditions and in substantially the same manner as the definitive Bonds. If the
Issuer issues temporary Bonds it will execute and furnish definitive Bonds
without delay and thereupon the temporary Bonds shall be surrendered for
cancellation in exchange therefor at the Principal Office of the Trustee, and
the Trustee shall authenticate and deliver in exchange for such temporary Bonds
an equal aggregate principal amount of definitive Bonds of the same series and
maturity in Authorized Denominations. Until so exchanged, the temporary Bonds
shall be entitled to the same benefits under this Indenture as definitive Bonds
authenticated and delivered hereunder.

         SECTION 205. EXECUTION; SPECIAL LIMITED OBLIGATION. The Bonds shall be
executed on behalf of the Issuer with the manual or facsimile signature of the
Chairman of the Governing Body and shall have impressed or imprinted thereon, by
facsimile or otherwise, the official seal of the Issuer and shall be attested
with the manual or facsimile signature of the Issuer's County Clerk. In case any
officer of the Issuer whose signature or whose facsimile signature shall appear
on the Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or facsimile signature shall nevertheless be valid and sufficient
for all purposes, the same as if he had remained in office until delivery. The
Bonds are special, limited obligations of the Issuer, payable by the Issuer
solely from certain amounts received by the Issuer under, and secured by a
pledge of certain rights of the Issuer under and pursuant to, the Loan
Agreement, and, further, from the funds and accounts created hereunder (but not
including the Rebate Fund created hereunder) and investment earnings thereon,
all of which shall be used for no other purpose than to pay the principal of,
premium, if any, and interest on the Bonds, except as may be otherwise expressly
authorized in this Indenture. Neither the faith and credit nor the taxing power
of the State of Utah or any political subdivision thereof is pledged to the
payment of the principal of, premium, if any, or interest on the Bonds. The
Bonds and the interest thereon do not constitute or give rise to a general
obligation or liability of the Issuer or a charge against its general credit or
taxing powers and the Bonds do not constitute a loan of the credit of the Issuer
within the meaning of any constitutional restriction or statutory limitation of
the State of Utah.

         SECTION 206. AUTHENTICATION. No Bond shall be valid or obligatory for
any purpose or entitled to any security or benefit under this Indenture unless
and until the Certificate of Authentication on such Bond in substantially the
form set forth in Exhibit "A" hereto shall have been duly executed by the
Trustee and such execution shall be conclusive evidence that such Bond has been
authenticated and delivered



                                       17
<PAGE>


under this Indenture and that the holder thereof is entitled to the benefits of
the trust hereby created. The Trustee shall insert the authentication date on
each Bond authenticated hereunder. The Certificate of Authentication on any Bond
shall be deemed to have been executed by it if manually signed by an authorized
officer or signatory of the Trustee, but it shall not be necessary that the same
officer or signatory sign the Certificate of Authentication on all of the Bonds.

         SECTION 207.      DELIVERY OF THE SERIES 1995 BONDS.

                           (a)      Following the execution and delivery of this
                  Indenture, the Issuer shall execute and deliver to the
                  Trustee, and the Trustee shall authenticate, Series 1995 Bonds
                  (in either temporary or definitive form), and shall deliver
                  them to the purchasers thereof as directed by the Issuer as
                  hereinafter in this Section provided.

                           (b)      Prior to the delivery by the Trustee on the
                  Issue Date of any of the Series 1995 Bonds, there shall be
                  delivered to the Trustee:

                                    (i)   a copy, duly certified by the County
                           Clerk of the Issuer, of all resolutions adopted and
                           approved by the Issuer authorizing the issuance and
                           sale of the Series 1995 Bonds and the execution and
                           delivery of the Loan Agreement, the Proceeds
                           Certificate, this Indenture and a Bond Purchase
                           Contract relating to the Series 1995 Bonds being
                           delivered on such Issue Date;

                                    (ii)  a copy, duly certified by a Vice
                           President, the Secretary, an Assistant Secretary, the
                           Treasurer or an Assistant Treasurer, as appropriate,
                           of the Company, of all resolutions adopted and
                           approved by the Company authorizing the execution and
                           delivery of the Loan Agreement, the Proceeds
                           Certificate, and approving this Indenture and the
                           issuance and sale of the Series 1995 Bonds and the
                           terms thereof;

                                    (iii) an original executed counterpart of
                           this Indenture, the Loan Agreement, and the Proceeds
                           Certificate;

                                    (iv)  a request and authorization to the
                           Trustee on behalf of the Issuer and signed by the
                           Chairman of the Governing Body, to authenticate and
                           deliver Series 1995 Bonds in the aggregate principal
                           amount specified therein to the purchasers specified
                           therein upon payment to the Trustee, but for the
                           account of the Issuer, of the net proceeds from the
                           sale of such Series 1995 Bonds;

                                    (v)   the items required to be delivered
                           prior to the issuance of such Series 1995 Bonds under
                           the terms of the Bond Purchase Contract relating to
                           such Series 1995 Bonds unless waived by the
                           respective parties thereto;




                                       18
<PAGE>


                                    (vi)   a certificate, signed by a Vice
                           President of the Company, with a copy to the Issuer,
                           requesting the Trustee to cause Series 1995 Bonds in
                           the amount specified in the request and authorization
                           delivered pursuant to Clause (b)(v) of this Section
                           to be authenticated and delivered, which certificate
                           shall constitute conclusive evidence under Section
                           3.1 of the Loan Agreement of such request and
                           approval;

                                    (vii)  the original executed Guaranty, and a
                           certificate signed by a duly authorized officer of
                           the Guarantor and an opinion of counsel to the
                           Guarantor in form and substance satisfactory to the
                           original purchaser of the Series 1995 Bonds; and

                                    (viii) such other closing documents and
                           opinions of counsel (including Bond Counsel) as the
                           Trustee, the Issuer or Bond Counsel may reasonably
                           specify.

         SECTION 208.      ISSUANCE OF ADDITIONAL BONDS. Additional Bonds (in
addition to the Series 1995 Bonds) may be issued by the Issuer on a parity with
the Series 1995 Bonds for any one or more of the following purposes: (a) to
refund any series of Outstanding Bonds or portion thereof in a manner consistent
with the provisions of Article VI hereof; (b) to obtain funds to loan to the
Company to complete the Facility; (c) to obtain funds for any other purpose
permitted under the Act; and (d) for any combination of the foregoing purposes.

         The principal amount of such Additional Bonds may include an amount
sufficient to pay the costs and expenses of issuance as well as such capitalized
amounts as are permitted by the Act. Such Additional Bonds shall be issued on a
parity with the Series 1995 Bonds (subject, however, to the terms of Article VI
hereof) notwithstanding the fact that no additional security (except the
security provided by any supplements or amendments to the Loan Agreement) is
made subject to the lien of this Indenture. The foregoing notwithstanding, the
Trustee is authorized to accept additional security upon the issuance of any
series of Additional Bonds with respect to such series of Additional Bonds,
including but not limited to debt service reserve or similar funds, letters or
lines of credit, guaranties, bond insurance policies or other forms of credit
enhancement.

         Prior to the initial delivery of any Additional Bonds, there shall be
filed with the Trustee, among other items, all of the following:

                           (a)      a written statement by the Company
                  approving (i) the issuance and delivery of such
                  Additional Bonds and (ii) any other matters to be approved by
                  the Company pursuant to the Loan Agreement and this Section
                  208;

                           (b)      a copy, duly certified by the County Clerk
                  of the Issuer, of a resolution adopted and approved by
                  the Governing Body authorizing the execution and delivery of
                  such supplements or amendments to this Indenture and to the
                  Loan Agreement as may be necessary and authorizing the
                  issuance of such Additional Bonds;



                                       19
<PAGE>


                           (c) a copy, duly certified by a Vice President, the
                  Secretary, an Assistant Secretary, the Treasurer or an
                  Assistant Treasurer of the Company, of the resolutions adopted
                  and approved authorizing the execution and delivery of a
                  supplement or amendment to the Loan Agreement and such other
                  documents as may be required, and approving a supplement or
                  amendment to this Indenture and the issuance and sale of such
                  Additional Bonds;

                           (d) the original executed counterparts of the
                  supplements or amendments to this Indenture and the Loan
                  Agreement providing, among other things, for payments to be
                  made thereunder in amounts sufficient to cover payments of
                  principal, premium and interest to be made on the Additional
                  Bonds to be issued;

                           (e) a request and authorization to the Trustee,
                  signed by the Chairman of the Governing Body, to authenticate
                  and deliver such Additional Bonds (specifically stating the
                  principal amount to be issued and delivered to the purchasers
                  therein identified) upon payment to the Trustee, but for the
                  account of the Issuer, of a sum specified in such request and
                  authorization plus accrued interest, if any, thereon to the
                  date of delivery. The Trustee shall deposit the proceeds of
                  such Additional Bonds in the funds and accounts hereunder as
                  specified in the supplemental indenture relating to such
                  Additional Bonds;

                           (f) any required supplement or amendment to the
                  Guaranty or an additional guaranty and related opinions and
                  certificates; and

                           (g) such other closing documents and opinions
                  of counsel as the Issuer, the Trustee and Bond Counsel may
                  reasonably specify.

         SECTION 209.      MUTILATED, LOST, STOLEN OR DESTROYED BONDS. In the
event any temporary or definitive Bond is mutilated, lost, stolen or destroyed,
the Issuer may execute and the Trustee may authenticate a new Bond of like form,
date, maturity and denomination as that mutilated, lost, stolen or destroyed and
bearing a number not contemporaneously Outstanding; provided that, in the case
of any mutilated Bond, such mutilated Bond shall first be surrendered to the
Issuer, and in the case of any lost, stolen or destroyed Bond, there shall be
first furnished to the Issuer and the Trustee evidence of such loss, theft or
destruction satisfactory to the Issuer and the Trustee, together with indemnity
satisfactory to them. In the event any such Bond shall have matured or is about
to mature or been called for redemption, instead of issuing a duplicate Bond the
Issuer may pay the same without surrender thereof upon compliance with the
foregoing. The Issuer and the Trustee may charge the holder or owner of such
Bond with their reasonable fees and expenses in this connection.

         All duplicate Bonds issued and authenticated pursuant to this Section
209 shall constitute original, contractual obligations of the Issuer (whether or
not, in the case of the first paragraph of this Section 209, lost or stolen
Bonds be at any time found by anyone) and shall be entitled to equal and
proportionate rights and benefits hereunder as all other Outstanding Bonds
issued hereunder.



                                       20
<PAGE>


         All Bonds shall be owned upon the express condition that the foregoing
provisions, to the extent permitted by law, are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost, or stolen Bonds, and shall
preclude any and all other rights or remedies.

         SECTION 210. BOND REGISTER; TRANSFER AND EXCHANGE OF BONDS; PERSONS
TREATED AS OWNERS. The Issuer shall cause books for the registration and
transfer of the Bonds to be kept by the Trustee which is hereby constituted and
appointed the Registrar for purposes of this Indenture with respect to such
Bonds. The Trustee shall keep in the Bond Register the name and address of each
Bondholder, and the serial number of each Bond held by such Bondholder. This
Indenture shall constitute a "system of registration" for all purposes of the
Registered Public Obligations Act of the State. At reasonable times and under
reasonable regulations established by the Trustee, such books may be inspected
and copied by the Issuer, the Company, the Trustee, or the owners (or a
designated representative thereof) of 15% or more in aggregate principal amount
of the Bonds then Outstanding.

         Subject to the limitations contained in the next succeeding paragraph,
upon surrender for registration of transfer of any Bond at the Principal Office
of the Trustee, duly endorsed by, or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Trustee and duly executed
by, the Bondholder or such Bondholder's attorney duly authorized in writing and
with such guarantee of signature as shall be satisfactory to the Trustee, the
Issuer shall execute and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Bond or Bonds of the same series and of
Authorized Denominations, which shall be identical to the Bond being exchanged
with respect to interest rate and the stated maturity applicable to such Bond,
and bearing numbers not contemporaneously outstanding. Subject to the
limitations contained in the next succeeding paragraph, Bonds may be exchanged
at such Principal Office of the Trustee upon surrender thereof together with an
assignment duly executed by the registered owner thereof or such owner's
attorney or legal representative in such form and with guarantee of signature as
shall be satisfactory to the Trustee for an equal aggregate principal amount of
Bonds of any Authorized Denomination as the Bonds surrendered for exchange,
which Bonds shall be identical to the Bonds being exchanged with respect to
series, interest rate and stated maturity, bearing numbers not contemporaneously
outstanding. The execution by the Issuer of any Bond of any Authorized
Denomination shall constitute full and due authorization of such Bond and the
Trustee shall thereby be authorized to authenticate and deliver such registered
Bond.

         The Registrar shall not be required to exchange or register the
transfer of any Bond during the period commencing on the Record Date next
preceding any Interest Payment Date for such Bond and ending at the close of
business on the day next preceding such Interest Payment Date, nor to exchange
or register the transfer of such Bond after the mailing of notice calling such
Bond for redemption, nor during the period of fifteen days next preceding the
mailing of such notice of redemption.

         No service charge shall be imposed on any Bondholder for any exchange
or transfer of Bonds. The Issuer and the Trustee may, however, require payment
by the person requesting an exchange or transfer of Bonds of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in relation
thereto, except



                                       21
<PAGE>


in the case of the issuance of a Bond or Bonds for the unredeemed portion of a
Bond surrendered for redemption in part unless there is a transfer in connection
with such issuance.

         Bonds delivered upon any registration of transfer or exchange as
provided herein shall be valid limited obligations of the Issuer, evidencing the
same debt as the Bond surrendered, shall be secured by this Indenture and shall
be entitled to all of the security and benefits hereof to the same extent as the
Bond surrendered.

         The Issuer, the Trustee, and the Company may treat the registered owner
of any Bond as the absolute owner thereof for all purposes, whether or not such
Bond shall be overdue, and shall not be bound by any notice to the contrary. All
payments of or on account of the principal of and premium, if any, and interest
on any such Bond as herein provided shall be made only to or upon the written
order of the registered owner thereof or such owner's legal representative, but
such registration may be changed as herein provided. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.

         SECTION 211.      BOOK ENTRY PROVISIONS.

                           (a) The Series 1995 Bonds shall be initially issued
                  in the form of a separate single certificated fully registered
                  Series 1995 Bond for each of the maturities set forth in
                  Section 202 hereof. Upon initial issuance, the ownership of
                  each Series 1995 Bond shall be registered in the registration
                  books kept by the Bond Registrar in the name of Cede & Co.
                  ("Cede"), as nominee of DTC. Except as provided in Section 210
                  hereof, all of the Outstanding Bonds shall be registered in
                  the registration books kept by the Bond Registrar in the name
                  of Cede, as nominee of DTC.

                           (b) With respect to Series 1995 Bonds registered in
                  the registration books kept by the Bond Registrar in the name
                  of Cede, as nominee of DTC, the Issuer, the Trustee and the
                  Paying Agent shall have no responsibility or obligation to any
                  Participant or to any person on behalf of which a Participant
                  holds an interest in the Series 1995 Bonds. Without limiting
                  the immediately preceding sentence, the Issuer, the Paying
                  Agent and the Trustee shall have no responsibility or
                  obligation with respect to (i) the accuracy of the records of
                  DTC, Cede or any Participant with respect to any ownership
                  interest in the Series 1995 Bonds, (ii) the delivery to any
                  Participant or any other person, other than a Registered
                  Owner, as shown in the registration books kept by the Bond
                  Registrar, of any notice with respect to the Series 1995
                  Bonds, including any notice of redemption, or (iii) the
                  payment to any Participant or any other person, other than a
                  Registered Owner, as shown in the registration books kept by
                  the Trustee, of any amount with respect to principal of,
                  premium, if any, or interest on the Series 1995 Bonds. The
                  Issuer, the Paying Agent and the Trustee may treat and
                  consider the person in whose name each Series 1995 Bond is
                  registered in the registration books kept by the Trustee as
                  the holder and absolute owner of such Series 1995 Bond for the
                  purpose of payment of principal,



                                       22
<PAGE>


                  premium and interest with respect to such Series 1995 Bond,
                  for the purpose of giving notices of redemption and other
                  matters with respect to such Series 1995 Bond, for the purpose
                  of registering transfers with respect to such Series 1995
                  Bond, and for all other purposes whatsoever. The Paying Agent
                  shall pay all principal of, premium, if any, the interest on
                  the Series 1995 Bonds only to or upon the order of the
                  respective Registered Owners, as shown in the registration
                  books kept by the Trustee, or their respective attorneys duly
                  authorized in writing, as provided in Section 202 hereof, and
                  all such payments shall be valid and effective to fully
                  satisfy and discharge the Issuer's obligations with respect to
                  payment of principal of, premium, if any, and interest on the
                  Series 1995 Bonds to the extent of the sum or sums so paid. No
                  person other than a Registered Owner, as shown in the
                  registration books kept by the Trustee, shall receive a
                  certificated Series 1995 Bond evidencing the obligation of the
                  Issuer to make payments of principal, premium, if any, and
                  interest pursuant to this Indenture. Upon delivery by DTC to
                  the Bond Registrar of written notice to the effect that DTC
                  has determined to substitute a new nominee in place of Cede,
                  and subject to the provisions herein with respect to record
                  dates, the word "Cede" in this Indenture shall refer to such
                  new nominee of DTC; and upon receipt of such a notice the Bond
                  Registrar shall promptly deliver a copy of the same to the
                  Trustee, if the Trustee is other than himself.

                           (c) The Representation Letter in substantially the
                  form attached hereto as Exhibit "B", with such changes,
                  omissions, insertions and revisions as the Chairman shall
                  approve, is hereby authorized and the Chairman shall execute
                  and deliver such Representation Letter. The approval of the
                  Chairman of any such changes, omissions, insertions and
                  revisions shall be conclusively established by said Chairman's
                  execution and delivery of the Representation Letter which
                  shall not in any way limit the provisions of Section 211(b)
                  hereof or in any other way impose upon the Issuer any
                  obligation whatsoever with respect to persons having interests
                  in the Series 1995 Bonds other than the Registered Owners, as
                  shown on the registration books kept by the Bond Registrar.
                  The Trustee shall take all action necessary for all
                  representations of the Issuer in the Representation Letter
                  with respect to the Paying Agent to at all times be complied
                  with.

                           (d) (i) DTC may determine to discontinue providing
                  its services with respect to the Series 1995 Bonds at any time
                  by giving notice to the Issuer and the Trustee and discharging
                  its responsibilities with respect thereto under applicable
                  law.

                               (i) The Issuer, in its sole discretion and
                           without the consent of any other person, may
                           terminate the services of DTC with respect to the
                           Series 1995 Bonds if the Issuer determines that:



                                       23
<PAGE>



                                          (A) DTC is unable to discharge its
                                    responsibilities with respect to the Series
                                    1995 Bonds, or

                                          (B) a continuation of the
                                    requirement that all of the Outstanding
                                    Bonds be registered in the registration
                                    books kept by the Bond Registrar in the name
                                    of Cede, or any other nominee of DTC, is not
                                    in the best interest of the beneficial
                                    owners of the Series 1995 Bonds.

                               (ii)  Upon the termination of the services of
                           DTC with respect to the Series 1995 Bonds pursuant
                           to subsection 211(d)(ii)(B) hereof, or upon the
                           discontinuance or termination of the services of DTC
                           with respect to the Series 1995 Bonds pursuant to
                           subsection 211(d)(i) or subsection 211(d)(ii)(A)
                           hereof after which no substitute securities
                           depository willing to undertake the functions of DTC
                           hereunder can be found which, in the opinion of the
                           Issuer, is willing and able to undertake such
                           functions upon reasonable and customary terms, the
                           Issuer is obligated to deliver Bond Certificates at
                           the expense of the beneficial owners of the Series
                           1995 Bonds, as described in this Indenture and the
                           Series 1995 Bonds shall no longer be restricted to
                           being registered in the registration books kept by
                           the Bond Registrar in the name of Cede as nominee of
                           DTC, but may be registered in whatever name or names
                           Registered Owners transferring or exchanging Series
                           1995 Bonds shall designate, in accordance with the
                           provisions of this Indenture.

                           (e)      Notwithstanding any other provision of this
                  Indenture to the contrary, so long as any Series 1995 Bond is
                  registered in the name of Cede, as nominee of DTC, all
                  payments with respect to principal of, premium, if any, and
                  interest on such Series 1995 Bond and all notices with respect
                  to such Series 1995 Bond shall be made and given,
                  respectively, in the manner provided in the Representation
                  Letter.

         SECTION 212.      CANCELLATION. Upon payment of the principal of,
premium, if any, and interest on any Bond, or replacement of any Bond pursuant
to Section 209 hereof or transfer or exchange pursuant to Section 210 hereof,
any such Bond shall be cancelled and destroyed by the Trustee. The Issuer or
the Company may at any time deliver to the Trustee for cancellation any Bonds
previously authenticated and delivered hereunder which the Issuer or the
Company may have acquired in any manner whatsoever, and all Bonds so delivered
shall be promptly cancelled and destroyed by the Trustee. No Bonds shall be
authenticated in lieu of or in exchange for any Bonds cancelled as provided in
this Section, except as expressly permitted by this Indenture. Counterparts of
a certificate of destruction evidencing the destruction and disposal of any
Bond pursuant to this Section 212 shall be furnished by the Trustee to the
Company and the Issuer.



                                       24
<PAGE>


                                 ARTICLE III

                             REDEMPTION OF BONDS

         SECTION 301. OPTIONAL REDEMPTION OF SERIES 1995 BONDS. The Series 1995
Bonds are subject to optional redemption prior to maturity by the Trustee at the
direction of the Company, in whole at any time or in part on any Interest
Payment Date, in inverse order of maturity and by lot within each maturity at
any time on or after August 1, 2005, at a redemption price expressed as a
percentage of principal amount of Series 1995 Bonds to be redeemed set forth in
the table below, together with accrued interest to the Redemption Date:



        Redemption Date                                    Redemption Price
        ---------------                                    ----------------

August 1, 2005 to July 31, 2006                                  102%
August 1, 2006 to July 31, 2007                                  101%
August 1, 2007 and thereafter                                    100%



         SECTION 302. EXTRAORDINARY OPTIONAL REDEMPTION. The Series 1995 Bonds
shall be subject to extraordinary optional redemption prior to maturity by the
Trustee, at the direction of the Company, in whole or in part, on any date at a
redemption price equal to the principal amount of the Series 1995 Bonds to be
redeemed plus accrued interest to the redemption date, within 365 days following
the occurrence of any one of the following events (or, in the case of (a) and
(b) below, at the option of the Company, within sixty (60) days following the
receipt of any proceeds relating to such event):

                      (a) The Facility or a substantial portion thereof shall
                  have been damaged or destroyed by fire or other casualty (i)
                  to such extent that, in the opinion of the Company expressed
                  in a certificate signed by an Authorized Company
                  Representative and filed with the Issuer and the Trustee,
                  within a period of twelve consecutive months following such
                  damage or destruction it is not practicable or desirable to
                  rebuild, repair or restore the Facility, or (ii) to such
                  extent that, in the opinion of the Company expressed in a
                  certificate signed by an Authorized Company Representative and
                  filed with the Issuer and the Trustee, the Facility is or will
                  be prevented thereby from operating normally for a period of
                  twelve (12) consecutive months.

                      (b) Title to, or the temporary use of, all or
                  substantially all the Facility shall have been taken under the
                  exercise of the power of eminent domain (including such a
                  taking or takings which results or is likely to result, in the
                  opinion of the Company expressed in a certificate signed by an
                  Authorized Company Representative and filed with the Issuer
                  and the Trustee, in normal operations at the Facility being
                  interrupted for a period of twelve (12) consecutive months or
                  results or is likely to result in rendering the Facility, in
                  the opinion of the Company expressed in a certificate signed
                  by an Authorized Company Representative and filed with the
                  Issuer and the Trustee, unsuitable for use).



                                       25
<PAGE>



                      (c) As a result of any changes in the Constitution of
                  the State of Utah or the Constitution of the United States of
                  America or of legislative or administrative action (whether
                  state or federal) or by final decree, judgment or order of any
                  court or administrative body (whether state or federal)
                  entered after the contest thereof by the Company in good
                  faith, the Loan Agreement shall have become void or
                  unenforceable or impossible of performance in accordance with
                  the intent and purposes of the parties as expressed in the
                  Loan Agreement, or unreasonable burdens or excessive
                  liabilities shall have been imposed on the Issuer or the
                  Company, including without limitation, federal, state or other
                  ad valorem, property, income or other taxes not being imposed
                  on the date of the Loan Agreement or changes since the date of
                  initial issuance of the Bonds in regulatory requirements,
                  technology or the economic availability of raw materials,
                  operating supplies, equipment or waste requiring treatment and
                  disposal, which condition cannot reasonably be expected to
                  improve materially within a period of twelve (12) consecutive
                  months and causes the Company to determine that the Facility
                  should not be completed or that operation of the Facility
                  should be discontinued.

         SECTION 303. SPECIAL MANDATORY REDEMPTION. The Series 1995 Bonds are
also subject to special mandatory redemption in whole by the Issuer on any date
prior to maturity at a redemption price of 100% of the principal amount thereof
together with accrued interest to the date of redemption, upon the occurrence of
a Determination of Taxability, as soon as practicable, but in no event later
than thirty (30) days after the occurrence of such Determination of Taxability.
Upon being notified of a Determination of Taxability, the Trustee shall give
immediate notice of redemption to the Company, to the Guarantor and to the
Registered Owners as provided in Section 304 herein.

         "Determination of Taxability" shall mean a determination that the
interest income on any Series 1995 Bond does not qualify as being excludable
from the gross income of the Registered Owner thereof ("exempt interest") for
any reason other than that such Registered Owner is a "substantial user" of the
Facility or a "related person" as such terms are defined in Section 103(b)(6) of
the Internal Revenue Code of 1954, which determination shall be deemed to have
been made upon the occurrence of the first to occur of the following:

                                    (i)   the date on which the Company
                           determines that the interest income on any of the
                           Series 1995 Bonds does not qualify as exempt
                           interest; or

                                    (ii)  the date on which any change in law or
                           regulation becomes effective or on which the Internal
                           Revenue Service has issued any private ruling,
                           technical advice or any other written communication
                           to the effect that the interest income on any of the
                           Series 1995 Bonds does not qualify as exempt
                           interest; or

                                    (iii) the date on which the Company shall
                           receive notice from the Trustee in writing that the
                           Trustee has been advised in writing by any Registered
                           Owner of any Series 1995



                                       26
<PAGE>


                           Bond that the Internal Revenue Service has issued a
                           thirty-day letter or other notice which asserts that
                           the interest on such Series 1995 Bond does not
                           qualify as exempt interest; or

                                    (iv) the date on which the Trustee receives
                           written notice that the Company or the Issuer has
                           taken any action inconsistent with, or has failed to
                           act consistently with, the tax exempt status of
                           interest on the Series 1995 Bonds;

                           provided that no Determination of Taxability shall be
                           deemed to have occurred as a result of a
                           determination by the Company pursuant to Clause (i),
                           (ii) or (iv) above unless such determination is
                           supported by a written opinion of nationally
                           recognized bond counsel satisfactory to the Trustee
                           that the interest income on the Series 1995 Bonds
                           does not constitute exempt interest. If, however, in
                           the opinion of nationally recognized bond counsel
                           acceptable to the Trustee, redemption of less than
                           all of the Series 1995 Bonds will preserve the
                           exclusion from gross income of the Registered Owners
                           thereof of interest on the remaining Series 1995
                           Bonds, then only such amount need be redeemed, the
                           particular Series 1995 Bonds to be redeemed to be
                           selected by lot by the Trustee in such manner as the
                           Trustee in its discretion shall determine or
                           otherwise as specified in such final determination or
                           opinion. Such determination shall be referred to
                           herein as a "Determination of Taxability" and the
                           event giving rise to such Determination shall be
                           referred to herein as an "Event of Taxability". The
                           Trustee shall receive and coordinate notices from
                           Registered Owners of the Series 1995 Bonds in
                           connection with such determination and forward such
                           notices to the Company.

         SECTION 304.      NOTICE OF REDEMPTION. Notice of redemption shall be
given by the Trustee, by first-class mail, postage prepaid, mailed not less than
thirty (30) nor more than sixty (60) days prior to the redemption date, to each
owner of Bonds to be redeemed, at his address appearing in the Bond Register;
provided, however, that in the event of a redemption pursuant to Section 303
hereof, the Trustee shall not later than 2:00 p.m. (Trustee's local time) on the
first Business Day following the Determination of Taxability (a) use its best
reasonable efforts to notify the Company, the Guarantor and the Issuer thereof
by telephone, telex or telecopier, and (b) send written notice thereof to the
Company, the Guarantor and the Issuer by personal delivery or by Federal Express
or other similar express mail service guaranteed for next-day delivery. Failure
to give such notice by mailing, or any defect therein, shall not affect the
validity of the proceedings for the redemption of any Bond or portion thereof
with respect to which no such failure has occurred. In addition, notice of
redemption shall be sent by first-class mail, postage prepaid, or by overnight
delivery service, not less than 35 days prior to the redemption date, (1) to at
least two or more information services of national recognition that disseminate
redemption information with respect to municipal bonds and (2) to any securities
depository registered as such pursuant to the Securities Exchange Act of 1934,
as amended, in whose name Bonds to be redeemed have been registered as nominee;
provided, however, that no defect in or



                                       27
<PAGE>


failure to give the notice described in this sentence shall in any manner defeat
the effectiveness of a call for redemption with respect to Bonds for which
notice was properly given as described in the preceding sentence.

         All notices of redemption shall state:

                           (a) the redemption date,

                           (b) the redemption price,

                           (c) the identification of the Bonds to be redeemed,
                  including complete designation and issue date of the series of
                  Bonds of which such Bonds are a part and the CUSIP number (and
                  in the case of partial redemption, the certificate numbers of
                  the Bonds to be redeemed and the respective principal amounts
                  thereof), interest rates and maturity dates of such Bonds, and
                  any other descriptive information which may be necessary to
                  identify accurately the Bonds to be redeemed,

                           (d) that on the redemption date the redemption price
                  will become due and payable upon each such Bond, and that
                  interest thereon shall cease to accrue from and after said
                  date, and

                           (e) the name and address of the Trustee including the
                  name and telephone number of a contact person and the place
                  where such Bonds are to be surrendered for payment of the
                  redemption price.

         If at the time of mailing of notice of an optional redemption there
shall not have been deposited with the Trustee moneys sufficient to redeem all
the Bonds called for redemption, which moneys are or will be available for
redemption of Bonds, such notice will state that it is conditional, that is,
subject to the deposit of the redemption moneys with the Trustee not later than
the close of business of the fifth day prior to the Redemption Date, and such
notice shall be of no effect unless such moneys are so deposited.

         SECTION 305.      BONDS PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Bonds 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 Issuer shall default in the
payment of the redemption price) such Bonds shall cease to bear interest. Upon
surrender of any such Bond for redemption in accordance with said notice, the
redemption price of such Bond shall be paid by the Trustee. If any Bond 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 last borne by the Bond.

         SECTION 306.      BONDS REDEEMED IN PART. Any Bond which is to be
redeemed in part only shall be surrendered at the place of payment, duly
endorsed by the owner of such Bond, or accompanied by a written instrument of
transfer in form satisfactory to the Trustee, as appropriate, duly executed by
the owner thereof or his attorney duly authorized in writing and, upon such
surrender, the Issuer shall execute and the Trustee shall authenticate and
deliver to the owner of such Bond without service



                                       28
<PAGE>


charge, a new Bond or Bonds in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered
which Bond or Bonds shall be in any Authorized Denominations and shall be
identical to the Bond being purchased or redeemed with respect to stated
maturity and interest rate, and bearing numbers not contemporaneously
outstanding.

         SECTION 307. ELECTION TO REDEEM; NOTICE TO TRUSTEE AND ISSUER. The
election of the Company to redeem any Bonds shall be evidenced by a written
notice, signed by an Authorized Company Representative, given to the Trustee and
the Issuer not less than 45 days (unless a shorter notice shall be satisfactory
to the Trustee and the Issuer) and not more than 90 days prior to the redemption
date specified by the Company therein, which notice shall specify the Section of
this Indenture pursuant to which the Bonds are being redeemed, the redemption
date, and the aggregate principal amount of Bonds to be redeemed.

         SECTION 308. SELECTION OF BONDS TO BE REDEEMED. If less than all the
Bonds are to be redeemed, the particular Bonds or portion thereof to be redeemed
shall be selected prior to the redemption date by the Trustee, by lot by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal of Bonds of a
denomination larger than the minimum Authorized Denomination. The unredeemed
portion of a Bond selected for partial redemption must be equal to an Authorized
Denomination.

         SECTION 309. DEPOSIT OF REDEMPTION PRICE. Pursuant to Section
4.1(b)(iii) of the Loan Agreement, the Company is required, prior to any
redemption date, to deposit with the Trustee an amount of money in immediately
available funds sufficient to pay the redemption price of all the Bonds which
are to be redeemed on such date.



                                       29
<PAGE>


                                  ARTICLE IV

                              FUNDS AND ACCOUNTS

         SECTION 401.      ESTABLISHMENT OF FUNDS AND ACCOUNTS. There are hereby
created by the Issuer and ordered established with the Trustee the following
irrevocable trust funds and accounts:

                           (a) A separate Bond Fund, to be designated "Tooele
                  County, Utah Hazardous Waste Disposal Revenue Bonds (Laidlaw
                  Inc./USPCI Clive Project) Series 1995 Bond Fund", shall be
                  used for the purposes and shall be administered in the manner
                  set forth in Section 403 hereof; and

                           (b) A separate Construction Fund to be designated
                  "Tooele County, Utah Hazardous Waste Disposal Revenue Bonds
                  (Laidlaw Inc./USPCI Clive Project) Series 1995 Construction
                  Fund", and within the Construction Fund separate accounts
                  relating to the series of Bonds authenticated and delivered on
                  each Issue Date. Each of such accounts shall be designated by
                  the Trustee as the Trustee deems appropriate and shall be
                  administered in the manner set forth in Section 404 hereof.

         The Trustee may establish such other funds and accounts as it may deem
necessary and appropriate to carry out the trusts hereby created.

         SECTION 402.      DISPOSITION OF PROCEEDS OF SALE OF SERIES 1995
BONDS. The proceeds of the sale of the Series 1995 Bonds to be received by the
Issuer on the Issue Date in the amount of $9,883,545 (representing the aggregate
principal amount of the Series 1995 Bonds, less an underwriter's discount of
$88,305 and an original issue discount of $46,900, plus accrued interest from
the Issue Date to the date of delivery of the Series 1995 Bonds of $18,750)
shall be deposited by the Trustee as follows:

                           (a) into the Bond Fund, the amount of $18,750
                  representing accrued interest on the Series 1995 Bonds, and

                           (b) into the Construction Fund, the remaining
                  balance to be disbursed in accordance with Section 404 herein.

         SECTION 403.      BOND FUND. There shall be deposited into the Bond
Fund as and when received all payments made by the Company pursuant to the Loan
Agreement with respect to the principal of, premium, if any, and interest on the
Bonds, including the redemption price of Bonds to be redeemed, and any other
moneys required by this Indenture or the Loan Agreement to be deposited into the
Bond Fund.

         Except as may otherwise be required by the Proceeds Certificate or
Section 405 hereof, moneys in the Bond Fund shall be used solely for the payment
of the principal of and premium, if any, on the Bonds as the same becomes due
and payable (whether at stated maturity, upon redemption or upon acceleration),
and to pay interest on the Bonds when due, all as provided in this Indenture.



                                       30
<PAGE>


         Upon delivery by the Company of a Completion Certificate pursuant to
Section 3.4 of the Loan Agreement, there shall be transferred from the
Construction Fund to a segregated account of the Bond Fund certain amounts on
deposit in the Construction Fund, as described in Section 404 hereof, which
amounts shall be used in the manner described in Section 3.4 of the Loan
Agreement. The Trustee is hereby authorized and directed to use the moneys
transferred to the Bond Fund as described in this paragraph for the purposes set
forth in Section 3.4 of the Loan Agreement.

         After the right, title and interest of the Trustee in and to the Trust
Estate and all covenants and agreements and other obligations of the Issuer to
the owners of the Bonds shall have ceased, terminated and become void and shall
have been satisfied and discharged in accordance with Article VI hereof, and the
fees, expenses and other amounts payable to the Trustee and the Issuer, pursuant
to any provisions hereof shall have been paid in full, any moneys remaining in
the Bond Fund shall be paid to the Company upon a written request therefor
signed by an Authorized Company Representative.

         SECTION 404. CONSTRUCTION FUND. There shall be deposited into the
Construction Fund the amounts specified in Section 402 hereof from the proceeds
to be received from time to time of the sale of the Series 1995 Bonds.

         Moneys in the Construction Fund shall be expended in accordance with
the applicable provisions of the Loan Agreement to pay Project Costs at any time
with respect to which no Event of Default has occurred and is continuing, upon
receipt by the Trustee of a written requisition signed by an Authorized Company
Representative, stating the name and address of the person to whom payment is to
be made and the amount to be paid and certifying that (a) none of the payments
for which the payment or reimbursement is proposed to be made has formed the
basis for any payment or reimbursement theretofore made from the Construction
Fund, (b) each item for which payment or reimbursement is proposed to be made is
or was necessary in connection with Construction of the Project, (c) all of the
proceeds of the Bonds (to and including such disbursement) have been or are
being used to provide for Project Costs and (d) such payment or reimbursement is
in accordance with all applicable provisions of the Loan Agreement. In making
any such payment, the Trustee may conclusively rely upon such written
requisition and the Trustee shall be relieved of all liability with respect to
making such payment in accordance with such written requisition. The Trustee
shall keep and maintain adequate records pertaining to the Construction Fund and
all disbursements therefrom. Notwithstanding the foregoing the Trustee is
directed to pay an amount not greater than $199,062 from the Construction Fund
for costs of issuance of the Series 1995 Bonds upon receipt of a closing
statement signed by an Authorized Company Representative.

         In addition to the foregoing, there shall be withdrawn from the
Construction Fund (a) any moneys remaining on deposit in the Construction Fund
upon the delivery of a Completion Certificate pursuant to Section 3.4 of the
Loan Agreement (other than amounts to be retained by the Trustee in the
Construction Fund at the direction of the Company to pay Project Costs not then
due and payable or amounts with respect to which the liability for payment is in
dispute), to be deposited into a segregated account of the Bond Fund, and (b)
any moneys remaining on deposit in the Construction Fund upon the prepayment of
all installments payable pursuant to Article VIII of the Loan



                                       31
<PAGE>


Agreement, to be deposited into the Bond Fund. There shall also be transferred
to the Bond Fund from the Construction Fund any moneys remaining on deposit in
the Construction Fund at such time as the principal of all Outstanding Bonds
shall have become due and payable in accordance with the provisions of Section
7.3(a) of the Loan Agreement.

         SECTION 405.      REBATE FUND.

                           (a) There is hereby created and established with the
                  Trustee a trust fund to be designated "Tooele County, Utah
                  Hazardous Waste Disposal Revenue Rebate Fund". The Rebate Fund
                  is not pledged and does not secure the Registered Owners of
                  the Bonds. The Company shall on each applicable Rebate
                  Calculation Date determine or cause to be determined, the
                  amount of Rebatable Arbitrage and the corresponding Required
                  Rebate Deposit with respect to the Bonds of each Series to be
                  deposited into the Rebate Fund and shall give written notice
                  to the Trustee of such determination. The Trustee shall retain
                  records of all such determinations until six years after the
                  requirement of the last Bond. In addition, the Company shall
                  deposit into the Rebate Fund the Required Rebate Deposit, if
                  any, within 30 days after each Rebate Calculation Date. Upon
                  written direction of the Company, the Trustee shall withdraw
                  from the Rebate Fund and pay over to the United States
                  Government: (1) not less frequently than once each five years
                  commencing no later than 30 days after each Rebate Calculation
                  Date, and upon each fifth anniversary of the first such
                  payment date, an amount equal to 90% of the net aggregate
                  amount of Rebatable Arbitrage less the amount, if any, of
                  Rebatable Arbitrage theretofore paid to the United States, and
                  (2) not later than 30 days after the retirement of the last
                  Bond of such series 100% of the aggregate amount of Rebatable
                  Arbitrage with respect to such series of Bonds.

                           (b) Withdrawals from the Rebate Fund may be made to
                  the extent the Company determines with the written approval of
                  the Trustee that amounts on deposit in such fund exceed
                  amounts required to be on deposit therein pursuant to this
                  Section 405. All such withdrawals shall be transferred to the
                  Bond Fund.

                           (c) The provisions of this Section 405 may be amended
                  or deleted from this Indenture upon receipt by the Issuer and
                  the Trustee of an opinion of nationally recognized bond
                  counsel that such amendment or deletion will not adversely
                  affect the exclusion of the interest on the Bonds from gross
                  income for purposes of federal income taxation. Any moneys on
                  deposit in the Rebate Fund may be applied by the Trustee as
                  permitted in such opinion.

                           (d) The Trustee shall at least 60 days prior to each
                  Rebate Calculation Date notify the Company and the Issuer of
                  the requirements of this Section. By agreeing to give this
                  notice, the Trustee assumes no responsibility whatsoever for
                  compliance by the Company with the requirements of Section 148
                  of the Code or any successor.


                                       32
<PAGE>


                  Notwithstanding any other provision of the Indenture, any
                  failure of the Trustee to give any such notice, for any reason
                  whatsoever, shall not cause the Trustee to be responsible for
                  any failure of the Company to comply with the requirements of
                  said Section 148 or any successor thereof.



                                       33
<PAGE>


                                    ARTICLE V

                             INVESTMENT OF MONEYS

         Any moneys held pursuant to this Indenture as part of the Construction
Fund, the Bond Fund (other than moneys for the payment of Bonds which shall have
become payable at maturity, upon redemption or otherwise, or for the payment of
interest thereon which has become due) and the Rebate Fund shall be invested and
reinvested by the Trustee in Eligible Securities upon the written order of the
Company signed by an Authorized Company Representative, provided, however, that
all investments shall be made by the Trustee in compliance with the applicable
provisions of the Proceeds Certificate. The Trustee shall be entitled to rely on
each such written order and shall incur no liability for making any such
investment so designated or for any loss incurred in selling such investment.
The Trustee may make any and all such investments through or from its own bond
department, provided that such investments are on fair and reasonable terms no
less favorable than would be obtained in a comparable arm's-length transaction.

         Any investments pursuant to this Article V shall be held by or under
the control of the Trustee and shall be deemed at all times a part of the fund,
account or subaccount for which they were made, but the Trustee shall have no
liability with respect to any investment made pursuant to any such written
order. The interest accruing thereon and any profit realized from such
investments shall be credited, and any loss resulting from such investment shall
be charged, to such fund, account or subaccount. The Trustee shall sell and
reduce to cash a sufficient amount of such investments (a) of the Construction
Fund whenever the cash balance in the Construction Fund is insufficient to pay a
written requisition when presented, (b) of the Bond Fund whenever the cash
balance in the Bond Fund is insufficient to pay the principal of or premium, if
any, or interest on the Bonds when due, and (c) of the Rebate Fund as necessary
for the purposes thereof.



                                       34
<PAGE>


                                  ARTICLE VI

                        SATISFACTION OF THE INDENTURE

         SECTION 601.      DISCHARGE OF INDENTURE. If the Issuer shall pay or
cause to be paid, or there shall be otherwise paid or deemed paid or provision
for payment made to or for the owners of the Bonds the principal, premium, if
any, and interest due or to become due thereon at the times and in the manner
stipulated therein and in this Indenture, and if the Issuer shall not then be in
default in any of the other covenants and promises in the Bonds and in this
Indenture expressed to be kept, performed and observed by it or on its part, and
shall pay or cause to be paid to the Trustee all sums of money due or to become
due according to the provisions hereof, then these presents and the estate and
rights hereby granted shall cease, determine and be void, whereupon the Trustee
shall cancel and discharge the lien of this Indenture and execute and deliver to
the Issuer such instruments in writing as shall be requisite to cancel and
discharge the lien of this Indenture, and reconvey, release, assign and deliver
unto the Issuer any and all estate, right, title and interest in and to any and
all property conveyed, assigned or pledged to the Trustee or otherwise subject
to this Indenture, except amounts in the Rebate Fund and amounts in the Bond
Fund required to be paid to the Company pursuant to any express provisions to
that effect contained herein and moneys or securities held by the Trustee for
the payment of the principal of, and premium, if any, and interest on, the
Bonds.

         SECTION 602.      BONDS DEEMED PAID. Any Bond shall be deemed to have
been paid if:

                           (a) in case said Bond is to be redeemed on any date
                  prior to its stated maturity, the Company shall have given to
                  the Trustee in form satisfactory to the Trustee, irrevocable
                  instructions to give notice of redemption of such Bond on said
                  redemption date;

                           (b) payment of the principal of and premium, if any,
                  on such Bond, plus interest thereon to the due date thereof
                  (whether such due date be by reason of maturity or upon
                  redemption as provided in this Indenture, or otherwise),
                  either (i) shall have been made or caused to be made in
                  accordance with the terms thereof, or (ii) shall have been
                  provided for by depositing with the Trustee, in trust and
                  irrevocably set aside exclusively for such payment, (1) moneys
                  sufficient to make such payment or (2) Government Obligations
                  maturing as to principal and interest in such amounts and at
                  such times as will provide sufficient moneys to make such
                  payment (provided that such deposit will not affect the
                  excludability of interest on any of the Bonds from the gross
                  income of the owners thereof for federal income tax purposes
                  or cause any of the Bonds to be classified as "arbitrage
                  bonds" within the meaning of Section 148 of the Code), and all
                  necessary and proper fees, compensation and expenses of the
                  Issuer and the Trustee, pertaining to the Bond with respect to
                  which such deposit is made and all other liabilities of the
                  Company under the Loan Agreement pertaining to such Bond shall
                  have been paid or the payment thereof provided for; and



                                       35
<PAGE>


                           (c) in the event said Bond is not by its terms
                  subject to redemption within 60 days following the proposed
                  date of deposit, the Company shall have given the Trustee in
                  form satisfactory to it irrevocable instructions to give a
                  notice to the holders of such Bonds that the deposit required
                  by clause (b) above has been made with the Trustee and that
                  said Bonds are deemed to have been paid in accordance with
                  this Section and stating such date upon which moneys are to be
                  available for payment of the principal of, premium, if any,
                  and interest on said Bonds.

         The Issuer or the Company may at any time surrender to the Trustee for
cancellation by it any Bonds previously authenticated and delivered, which the
Issuer or the Company may have acquired in any manner whatsoever, and such
Bonds, upon such surrender and cancellation, shall be deemed to be paid and
retired.



                                       36
<PAGE>


                                 ARTICLE VII

                              GENERAL COVENANTS

         SECTION 701. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST; NO
GENERAL OBLIGATION. The Issuer covenants that it will promptly pay or cause to
be paid the principal of, premium, if any, and interest on every Bond issued
under this Indenture at the place or places, on the dates and in the manner
provided herein and in the Bonds, provided that such principal, premium, if any,
and interest are payable by the Issuer solely from the Trust Estate, and nothing
in the Bonds or this Indenture shall be considered as assigning or pledging any
other funds or assets of the Issuer other than the Trust Estate.

         Each and every covenant made herein by the Issuer is predicated upon
the condition that the Issuer shall not in any event be liable from any property
or source other than the Trust Estate for the payment of the principal of,
premium, if any, or interest on the Bonds, or the payment of any amounts payable
under the Loan Agreement, or the performance of any pledge, obligation or
agreement created by or arising under this Indenture, the Bonds or the Loan
Agreement; and, further, that neither the Bonds nor any such obligation or
agreement of the Issuer shall be construed to constitute an indebtedness of the
Issuer within the meaning of any constitutional or statutory provision
whatsoever, or a pecuniary liability of the Issuer or a charge against its
general credit or taxing power.

         SECTION 702. PERFORMANCE OF COVENANTS; LEGAL AUTHORIZATION. The Issuer
covenants that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Indenture, in any
and every Bond executed, authenticated and delivered hereunder and in all
proceedings of the Governing Body pertaining thereto. The Issuer represents that
it is duly authorized under the Constitution and laws of the State to issue the
Bonds authorized hereby, to execute this Indenture, to assign the Loan Agreement
and to pledge and assign the Trust Estate pledged to the payment of the Bonds
and payments thereon in the manner and to the extent herein set forth; that all
action on its part for the issuance of the Series 1995 Bonds and the execution
and delivery of this Indenture has been duly and effectively taken (or, if
Additional Bonds are issued pursuant to Section 208 hereof, will be duly taken
as provided therein); and that the Bonds in the hands of the owners thereof as
shown on the Bond Register are and will be valid and enforceable obligations of
the Issuer according to the import thereof.

         SECTION 703. FURTHER ASSURANCES. Except to the extent otherwise
provided in this Indenture, the Issuer shall not enter into any contract or take
any action by which the rights of the Trustee or the Bondholders may be impaired
and shall, from time to time, execute and deliver such further instruments and
take such further action as may be required to carry out the purposes of this
Indenture. The Issuer shall be entitled to reimbursement from the Company for
any action taken pursuant to this Section 703.

         SECTION 704. IMMUNITIES AND LIMITATIONS OF RESPONSIBILITY OF ISSUER.
The Issuer shall be entitled to the advice of counsel (who, except as otherwise
provided, may be counsel for any Bondholder), and the Issuer shall be wholly
protected as to action taken or omitted in good faith in reliance on such
advice. The Issuer may rely



                                       37
<PAGE>


conclusively on any communication or other document furnished to it hereunder
and reasonably believed by it to be genuine. The Issuer shall not be liable for
any action (a) taken by it in good faith and reasonably believed by it to be
within its discretion or powers hereunder, or (b) in good faith omitted to be
taken by it because such action was reasonably believed to be beyond its
discretion or powers hereunder, or (c) taken by it pursuant to any direction or
instruction by which it is governed hereunder, or (d) omitted to be taken by it
by reason of the lack of any direction or instruction required hereby for such
action; nor shall it be responsible for the consequences of any error of
judgment reasonably made by it. The Issuer shall in no event be liable for the
application or misapplication of funds or for other acts or defaults by any
person, except its own officers and employees. When any payment or consent or
other action by it is called for hereby, it may defer such action pending
receipt of such evidence (if any) as it may reasonably require in support
thereof. The Issuer shall not be required to take any remedial action (other
than the giving of notice) unless reasonable indemnity is furnished for any
expense or liability to be incurred thereby, other than liability for failure to
meet the standards set forth in this Section. As provided herein and in the Loan
Agreement, the Issuer shall be entitled to reimbursement for its expenses
reasonably incurred or advances reasonably made, with interest at the rate borne
by the Bonds, in the exercise of its rights or the performance of its
obligations hereunder, to the extent that it acts without previously obtaining
indemnity. No permissive right or power to act which it may have shall be
construed as a requirement to act, and no delay in the exercise of a right or
power shall affect its subsequent exercise of that right or power.

         SECTION 705. RECORDING AND FILING. The Issuer covenants that, solely
from additional amounts payable as provided in Section 4.3 of the Loan
Agreement, it will, if necessary, cause this Indenture and all supplements
hereto and the Loan Agreement and all supplements thereto, and all related
financing statements, to be kept, recorded and filed in such manner and in such
places as may be required by law in order to preserve and protect fully the
security of the Bondholders and the rights of the Trustee hereunder.

         SECTION 706. BOOKS AND RECORDS. The Issuer covenants that so long as
any Bonds are Outstanding and unpaid, it will keep, or cause to be kept, proper
books of record and account, relating to its financial dealings under this
Indenture and the Loan Agreement. Such books shall at all times be open for any
lawful purpose to the inspection of such accountants or other agents as the
Trustee may from time to time designate.

         SECTION 707. DEFENSE OF ISSUER'S RIGHTS. The Issuer agrees that the
Trustee may defend the Issuer's rights to the payments and other amounts due
under the Loan Agreement, for the benefit of the Bondholders, against the claims
and demands of all persons whomsoever. The Issuer covenants that it will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, such indentures supplemental hereto and such further acts,
instruments and transfers as the Trustee may reasonably require for the better
assuring, transferring, pledging, assigning and confirming to the Trustee all
and singular the rights assigned hereby and the amounts pledged hereby to the
payment of the principal of, premium, if any, and interest on the Bonds. The
Issuer covenants and agrees that, except as herein and in the Loan



                                       38
<PAGE>


Agreement provided, it will not sell, convey, assign, pledge, encumber or
otherwise dispose of any part of the Trust Estate.

         SECTION 708. ARBITRAGE; COMPLIANCE WITH PROCEEDS CERTIFICATE. The
Issuer covenants and agrees that it will not take any action or fail to take any
action with respect to the investment of the proceeds of any Bonds issued under
this Indenture or with respect to the payments derived from the Loan Agreement,
which would result in constituting the Bonds "arbitrage bonds" within the
meaning of such term as used in Section 148(a) of the Code. The Issuer further
covenants and agrees that it will comply with and take all actions required by
the Proceeds Certificate.

         SECTION 709. CONTINUING DISCLOSURE. Pursuant to Section 5.7 of the Loan
Agreement, the Company has undertaken all responsibility for compliance with
continuing disclosure requirements, and the Issuer shall have no liability to
the Holders of the Series 1995 Bonds or any other person with respect to such
disclosure matters. The Trustee hereby covenants and agrees that it will comply
with and carry out all of the provisions of the Continuing Disclosure Agreement
and Section 5.7 of the Loan Agreement. Notwithstanding any other provision of
this Indenture, failure of the Company or the Trustee to comply with the
Continuing Disclosure Agreement shall not be considered an Event of Default;
however, the Trustee may (and, at the request of BA Securities, Inc. or the
Holders of at least 25% aggregate principal amount of Outstanding Series 1995
Bonds, shall) or any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order,
to cause the Company to comply with its obligations under Section 5.7 of the
Loan Agreement or to cause the Trustee to comply with its obligations under this
Section 709.



                                       39
<PAGE>


                                 ARTICLE VIII

                              EVENTS OF DEFAULT

         SECTION 801.      EVENTS OF DEFAULT. An "Event of Default," as used
herein, shall mean any of the following events, whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or come about
or be effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:

                           (a) failure to pay any installment of interest
                  payable on any of the Bonds when the same shall become due and
                  payable; or

                           (b) failure to pay the principal of or the premium,
                  if any, on any of the Bonds when the same shall become due and
                  payable, whether at the stated maturity thereof, by
                  proceedings for redemption, upon acceleration or otherwise; or

                           (c) failure by the Issuer or the Company to duly
                  observe or perform any covenant or agreement (other than a
                  covenant or agreement whose performance or observance is
                  elsewhere in this Section 801 specifically dealt with) on the
                  part of the Issuer or the Company, respectively, contained in
                  this Indenture or the Loan Agreement, for a period of 30 days
                  after the date on which written notice of such failure,
                  requiring the same to be remedied, shall have been given to
                  the Issuer and the Company by the Trustee, or to the Issuer,
                  the Company and the Trustee by the owners of at least
                  twenty-five percent (25%) in aggregate principal amount of
                  Bonds then Outstanding; provided that if such default can be
                  cured by the Issuer or the Company but cannot be cured within
                  the 30-day curative period described above, it shall not
                  constitute an Event of Default if corrective action is
                  instituted by the Issuer or the Company within such 30-day
                  period and such action is diligently pursued until the default
                  is corrected; or

                           (d) a decree or order by a court having jurisdiction
                  in the premises shall have been entered adjudging the Company
                  bankrupt or insolvent, or approving as properly filed a
                  petition seeking reorganization or arrangement of the Company
                  under the federal Bankruptcy Code or any other similar
                  applicable federal or state law, and such decree or order
                  shall have continued undischarged and unstayed for a period of
                  90 days; or a decree or order of a court having jurisdiction
                  in the premises for the appointment of a receiver or trustee
                  or assignee in bankruptcy or insolvency of the Company or of
                  the Company's property, or for the winding up or liquidation
                  of the Company's affairs, shall have been entered, and such
                  decree or order shall have remained in force undischarged and
                  unstayed for a period of 90 days; or

                           (e) the Company shall institute proceedings to be
                  adjudicated a voluntary bankrupt, or shall consent to the
                  institution of a bankruptcy proceeding against it, or shall
                  file a petition or answer or consent



                                       40
<PAGE>


                  seeking reorganization or arrangement under the federal
                  Bankruptcy Code or any other similar applicable federal or
                  state law, or shall consent to the appointment of a receiver
                  or trustee or assignee in bankruptcy or insolvency of it or of
                  its property or shall make assignment for the benefit of
                  creditors, or shall admit in writing its inability to pay its
                  debts generally as they become due, or corporate action shall
                  be taken by the Company in furtherance of any of the aforesaid
                  purposes;

                           (f) the occurrence of an "Event of Default" under the
                  Loan Agreement or the Guaranty; or

                           (g) the occurrence of an Act of Bankruptcy of
                  Guarantor.

         SECTION 802. ACCELERATION. Upon the occurrence and continuation of an
Event of Default the Trustee may, and upon receipt of the written directions of
the owners of not less than twenty-five percent (25%) in principal amount of the
Bonds Outstanding shall, by written notice delivered to the Issuer and the
Company declare the entire principal amount of the Bonds then Outstanding, and
the interest accrued thereon, immediately due and payable and the entire
principal and interest shall thereupon become and be immediately due and
payable, subject, however, to the provisions of Section 811 hereof with respect
to waivers of Events of Default, and the Trustee shall give notice thereof by
first class mail, postage prepaid, to all owners of Outstanding Bonds.

         SECTION 803. REMEDIES; RIGHTS OF BONDHOLDERS. Upon the occurrence and
continuance of any Event of Default, the Trustee may, without any action on the
part of the Bondholders, and shall, at the written request of the owners of not
less than twenty-five percent (25%) in principal amount of the Bonds then
Outstanding, and in any case upon being indemnified to its satisfaction as
provided in Section 901(k) hereof:

                           (a) by mandamus, or other suit, action or proceeding
                  at law or in equity, enforce all rights of the Bondholders
                  under, and require the Issuer, the Company or the Guarantor to
                  carry out any agreements with or for the benefit of the
                  Bondholders and to perform its or their duties under, the Act,
                  the Loan Agreement, the Guaranty, and this Indenture, provided
                  that any such remedy may be taken only to the extent permitted
                  under the applicable provisions of the Loan Agreement, the
                  Guaranty or this Indenture, as the case may be;

                           (b) bring suit upon the Bonds; or

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

provided, however, that the Trustee shall have the right to decline to comply
with any such request or direction if the Trustee shall be advised by counsel
(who may be its own counsel) that the action so requested may not lawfully be
taken or the Trustee in good faith shall determine that such action would be
unjustly prejudicial to the Bondholders not parties to such request.



                                       41
<PAGE>


         No remedy by the terms of this Indenture conferred upon or reserved to
the Trustee (or to the Bondholders) is intended to be exclusive of any other
remedy, but each and every such remedy shall be cumulative and shall be in
addition to any other remedy given to the Trustee or to the Bondholders now or
hereafter existing at law or in equity or by statute; provided, however, that
any conditions set forth herein to the taking of any remedy to enforce the
provisions of this Indenture, the Bonds, the Guaranty or the Loan Agreement
shall also be conditions to seeking any remedies under any of the foregoing
pursuant to this Section 803.

         No delay or omission of the Trustee or any Bondholder to exercise any
right or power accruing upon any default or Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such default or
Event of Default, or acquiescence therein; and every such right and power given
by this Article VIII to the Trustee and the Bondholders, respectively, may be
exercised from time to time and as often as may be deemed expedient.

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

         SECTION 804. 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 Issuer, the Company, the Guarantor or any other obligor upon the Bonds or
their creditors, and whether or not an Event of Default hereunder shall have
occurred and be continuing, the Trustee (irrespective of whether the principal
of the Bonds shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Issuer for the payment of overdue principal or interest) may
be entitled and empowered, by intervention in such proceeding or otherwise,

                           (a) to file and prove a claim for the whole amount of
                  principal (and premium, if any) and interest owing and unpaid
                  with respect to the Bonds 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 agents and counsel) and of the Bondholders
                  allowed in such judicial proceeding, and

                           (b) to collect and receive any moneys or other
                  property payable or deliverable on any such claims and to
                  distribute the same; and any receiver, assignee, trustee,
                  liquidator, sequestrator (or other similar official) in any
                  such judicial proceeding is hereby authorized by each
                  Bondholder 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 Bondholders, to pay to the Trustee a
                  ny amount due to it for the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due the Trustee under this
                  Indenture.



                                       42
<PAGE>


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

         SECTION 805. DIRECTION OF PROCEEDINGS BY BONDHOLDERS. The owners of not
less than fifty-one percent (51%) in aggregate principal amount of Bonds then
Outstanding shall have the right, at any time, by an instrument or instruments
in writing executed and delivered to the Trustee, to direct the method and place
of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, including enforcement of the rights
of the Issuer under the Loan Agreement or the appointment of a receiver or any
other proceedings hereunder; provided, that such direction shall not be
otherwise than in accordance with the provisions of law and of this Indenture.

         SECTION 806. APPOINTMENT OF RECEIVERS. Upon the occurrence of an Event
of Default, and upon the filing of a suit or other commencement of judicial
proceedings to enforce the rights of the Trustee and the Bondholders under this
Indenture, the Trustee shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the rights and properties pledged
hereunder and of the revenues, issues, payments and profits thereof, pending
such proceedings, with such powers as the court making such appointment shall
confer.

         SECTION 807. APPLICATION OF MONEYS. Subject to the provisions of the
Proceeds Certificate, all moneys received by the Trustee, by any receiver or by
any Bondholder pursuant to any right given or action taken under the provisions
of this Article VIII shall, after payment of the costs and expenses of the
proceedings resulting in the collection of such moneys and of the expenses,
liabilities and advances incurred or made by the Trustee (provided that moneys
on deposit in the Bond Fund prior to the Event of Default and held for Bonds not
presented for payment and moneys deposited pursuant to Article VI hereof shall
not be used for purposes other than payment of such Bonds), be deposited into
the Bond Fund and all moneys so deposited during the continuance of an Event of
Default (other than moneys for the payment of Bonds which had matured or
otherwise become payable prior to such Event of Default or for the payment of
interest due prior to such Event of Default), together with all moneys in any
other fund or account maintained by the Trustee under this Indenture shall be
applied as follows:

                      (a) Unless the principal of all the Bonds shall have
                  become or shall have been declared due and payable, all such
                  moneys shall be applied:

                          First:  To the payment of amounts, if any, payable to
                      the United States Treasury pursuant to the Proceeds
                      Certificate and Section 405 hereof;

                          Second: To the payment to the Persons entitled
                      thereto of all installments of interest then due on the
                      Bonds, with interest on overdue installments of interest
                      and principal, if lawful, at the



                                       43
<PAGE>


                      Default Rate in the order of the maturity of the
                      installments of such interest, and, if the amount
                      available shall not be sufficient to pay in full any
                      particular installment of interest, then to the payment
                      ratably, according to the amounts due on such
                      installment, to the Persons entitled thereto without any
                      discrimination or privilege; and

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

                      (b) If the principal of all the Bonds shall have become
                  due or shall have been declared due and payable, all such
                  moneys shall be applied to the payment of the principal and
                  interest then due and unpaid upon the Bonds, with interest
                  on overdue interest and principal, as aforesaid, without
                  preference or priority of principal over interest or of
                  interest over principal, or of any installment of interest
                  over any other installment of interest, or of any Bond over
                  any other Bond, ratably, according to the amounts due
                  respectively for principal and interest, to the Persons
                  entitled thereto without any discrimination or privilege.

         Whenever moneys are to be applied pursuant to the provisions of this
Section 807, such moneys shall be applied at such times, and from time to time,
as the Trustee shall determine, having due regard for the amount of such moneys
available for application and the likelihood of additional moneys becoming
available for such application in the future. Whenever the Trustee shall apply
such moneys, it shall fix the date upon which such application is to commence
and upon such date interest on the amounts of principal and interest to be paid
on such date shall cease to accrue. The Trustee shall give such notice as it may
deem appropriate of the deposit with it of any such moneys and of the fixing of
any such date by mailing a copy of such notice by first class mail postage
prepaid to the owners of the then Outstanding Bonds. The Trustee shall not be
required to make payment to the holder of any unpaid Bond until such Bond shall
be presented to the Trustee for appropriate endorsement or for cancellation if
fully paid.

         SECTION 808. REMEDIES VESTED IN TRUSTEE. All rights of action,
including the right to file proof of claims under this Indenture or under any of
the Bonds, may be enforced by the Trustee without the possession of any of the
Bonds or the production thereof in any trial or other proceedings relating
thereto and any such suit or proceeding instituted by the Trustee shall be
brought in its name as Trustee without the necessity of joining as plaintiffs or
defendants any holders of the Bonds, and any recovery of judgment shall be for
the equal benefit of the holders of the then Outstanding Bonds, subject to the
provisions of this Indenture.



                                       44
<PAGE>


         SECTION 809. RIGHTS AND REMEDIES OF BONDHOLDERS. No holder of any Bond
shall have any right to institute any suit, action or proceeding in equity or at
law for the enforcement of this Indenture or for the execution of any trust
hereof or for the appointment of a receiver or for the enforcement of any other
remedy hereunder, unless a default shall have become an Event of Default and the
holders of twenty-five percent (25%) in aggregate principal amount of Bonds then
Outstanding shall have made written request to the Trustee and shall have
offered the Trustee reasonable opportunity either to proceed to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in
its own name, and unless such Bondholders have also offered to the Trustee
indemnity as provided in Section 901(k) hereof, and unless the Trustee shall
thereafter fail or refuse to exercise the powers hereinbefore granted, or to
institute such action, suit or proceeding in its own name; and such
notification, request and offer of indemnity are hereby declared in every case
at the option of the Trustee to be conditions precedent to the execution of the
powers and trusts of this Indenture and to any action or cause of action for the
enforcement of this Indenture, or for the appointment of a receiver or for any
other remedy hereunder; it being understood and intended that no one or more
Bondholders shall have any right in any manner whatsoever to affect, disturb or
prejudice the lien of this Indenture by any action or to enforce any right
hereunder except in the manner herein provided, and that all proceedings at law
or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of the holders of all Bonds Outstanding.
Nothing in this Indenture contained shall, however, (a) affect or impair the
right of any Bondholder to enforce the payment of the principal of and interest
on any Bond at and after the maturity thereof, or (b) affect or impair the
obligation of the Issuer to pay the principal of and interest on each of the
Bonds issued hereunder to the respective holders thereof at the time and place,
from the source and in the manner in said Bonds expressed.

         SECTION 810. TERMINATION OF PROCEEDINGS. In case the Trustee shall have
proceeded to enforce any right under this Indenture by the appointment of a
receiver, or otherwise, and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee, then and in every case the Issuer and the Trustee shall, subject to any
determination in such proceeding, be restored to their former positions and
rights hereunder with respect to the property pledged and assigned hereunder,
and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.

         SECTION 811. WAIVERS OF EVENTS OF DEFAULT. The Trustee may, in its
discretion, without any action on the part of the Bondholders, waive any Event
of Default hereunder and its consequences and rescind any declaration that the
principal of and interest on the Bonds is immediately due and payable, if such
waiver or rescission is not, in the judgment of the Trustee, detrimental to the
Bondholders, and shall do so upon the written request of the holders of at least
fifty-one percent (51%) in aggregate principal amount of all Bonds Outstanding
which are affected by such default.

         SECTION 812. NOTICE OF DEFAULT. In the event of any default hereunder,
the Trustee will promptly give written notice thereof to the Issuer, the
Guarantor and the Company setting forth the nature of such default.



                                       45
<PAGE>


         SECTION 813. DEMAND UNDER GUARANTY. In the event that the Trustee fails
to receive any payment due from the Company, the Trustee shall take the actions
provided under Section 4.7 of the Loan Agreement and seek to enforce the rights
as otherwise provided in the Guaranty.

         SECTION 814. LIMITATION OF LIABILITY. In the event of a violation of
the tax covenants contained herein or in the Loan Agreement or the other Company
Documents, the Bondholders' remedy shall be limited to the payment of 100% of
the principal amount of the Bonds then outstanding, plus accrued interest, if
any, to the payment date, such that neither the Issuer nor the Company will be
liable for any premium or penalty.



                                       46
<PAGE>


                                   ARTICLE IX

                                     TRUSTEE

         SECTION 901. ACCEPTANCE OF TRUSTS. The Issuer initially appoints West
One Bank, Utah, Salt Lake City, Utah, as Trustee and Registrar. The Trustee
hereby accepts such appointment and agrees to execute the trusts imposed upon it
by this Indenture, but only upon the terms and conditions set forth herein, to
all of which the Issuer agrees and the respective owners of the Bonds agree by
their acceptance of delivery of any of the Bonds. The Trustee undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations should be read into this
Indenture against the Trustee. The Trustee agrees to perform such trusts as an
ordinarily prudent trustee under a corporate indenture, but in any such event,
only upon and subject to the following expressed terms and conditions:

                      (a) The Trustee may execute any of the trusts or
                  powers hereof and perform any of its duties by or through
                  attorneys, agents or receivers and shall not be responsible
                  for the misconduct or negligence of any such attorneys, agents
                  or receivers appointed in the exercise of the care of an
                  ordinarily prudent trustee, and shall be entitled to advice of
                  counsel concerning all matters of trusts hereof and duties
                  hereunder, and may in all cases pay such reasonable
                  compensation to any attorney, agent, receiver or employee
                  retained or employed by it in connection herewith. The Trustee
                  may act upon the opinion or advice of an attorney, surveyor,
                  engineer or accountant selected by it in the exercise of
                  reasonable care or, if selected or retained by the Issuer,
                  approved by the Trustee in the exercise of such care. The
                  Trustee shall not be responsible for any loss or damage
                  resulting from any action or nonaction based on its good faith
                  reliance upon such opinion or advice.

                      (b) The Trustee shall not be responsible for any
                  recital herein, or in the Bonds (except with respect to the
                  Certificate of Authentication of the Trustee endorsed on the
                  Bonds), or for the investment of moneys as herein permitted
                  (except that no investment shall be made except in compliance
                  with Article V hereof), or for the recording or re-recording,
                  filing or re-filing of this Indenture, or any supplement or
                  amendment thereto, or the filing of financing statements, or
                  for the validity of the execution by the Issuer of this
                  Indenture, or of any supplemental indentures or instruments of
                  further assurance, or for the sufficiency of the security for
                  the Bonds issued hereunder or intended to be secured hereby,
                  or for the value or title of the property herein conveyed or
                  otherwise as to the maintenance of the security hereof. The
                  Trustee may (but shall be under no duty to) require of the
                  Issuer and the Company full information and advice as to the
                  performance of the covenants, conditions and agreements in the
                  Loan Agreement and shall make its best efforts, but without
                  any obligation, to advise the Issuer and the Company of any
                  impending default known to the Trustee. Except as otherwise
                  provided in Section 803 hereof, the Trustee shall



                                       47
<PAGE>


                  have no obligation to perform any of the duties of the Issuer
                  under the Loan Agreement.

                      (c) The Trustee shall not be accountable for the use or
                  application by the Issuer or the Company of any of the Bonds
                  or the proceeds thereof or for the use or application of any
                  money paid over by the Trustee in accordance with the
                  provisions of this Indenture.

                      (d) The Trustee shall be protected in acting upon any
                  notice, order, requisition, request, consent, certificate,
                  order, opinion (including an opinion of counsel), affidavit,
                  letter, telegram or other paper or document in good faith
                  deemed by it to be genuine and correct and to have been signed
                  or sent by the proper person or persons. Any action taken by
                  the Trustee pursuant to this Indenture upon the request or
                  authority or consent of any person who at the time of making
                  such request or giving such authority or consent is the owner
                  of any Bond, shall be conclusive and binding upon all future
                  owners of the same Bond and upon Bonds issued in exchange
                  therefor or in place thereof.

                      (e) As to the existence or non-existence of any fact or
                  as to the sufficiency or validity of any instrument, paper
                  or proceeding, the Trustee shall be entitled to rely upon a
                  certificate signed by an Authorized Issuer Representative, or
                  an Authorized Company Representative, as the case may be, as
                  sufficient evidence of the facts therein contained and prior
                  to the occurrence of a default of which the Trustee has been
                  notified as provided in subsection (g) of this Section, or of
                  which by said subsection it is deemed to have notice, may
                  accept a similar certificate to the effect that any particular
                  dealing, transaction or action is necessary or expedient, but
                  may at its discretion secure such further evidence deemed
                  necessary or advisable, but shall in no case be bound to
                  secure the same. The Trustee may accept a certificate of the
                  County Clerk of the Issuer under its seal to the effect that a
                  resolution in the form therein set forth has been adopted by
                  the Issuer as conclusive evidence that such resolution has
                  been duly adopted, and is in full force and effect.

                      (f) The permissive right of the Trustee to do things
                  enumerated in this Indenture shall not be construed as a duty
                  and the Trustee shall not be answerable for other than its
                  negligence or willful default.

                      (g) The Trustee shall not be required to take notice or
                  be deemed to have notice of any default hereunder, other
                  than an Event of Default under clause (a), (b), and (c) of
                  Section 801 hereof unless the Trustee shall be specifically
                  notified in writing of such default by the Issuer, the
                  Company, or the holders of at least twenty-five percent (25%)
                  in aggregate principal amount of all Bonds then Outstanding,
                  and all notices or other instruments required by this
                  Indenture to be delivered to the Trustee must, in order to be
                  effective, be delivered at the Principal



                                       48
<PAGE>


                  Office of the Trustee, and in the absence of such notice so
                  delivered the Trustee may conclusively assume there is no
                  default except as aforesaid.

                      (h) At any and all reasonable times, the Trustee, and
                  its duly authorized agents, attorneys, experts, engineers,
                  accountants and representatives, shall have the right fully to
                  inspect any and all of the property pledged hereunder,
                  including all books, papers and records of the Issuer
                  pertaining to the property pledged hereunder and the Bonds,
                  and to take such memoranda from and in regard thereto as may
                  be desired.

                      (i) The Trustee shall not be required to give any
                  bond or surety with respect to the execution of the said
                  trusts and powers or otherwise in respect of the premises.

                      (j) Notwithstanding anything elsewhere in this
                  Indenture contained, the Trustee shall have the right, but
                  shall not be required, to demand, with respect to the
                  authentication of any Bonds, the withdrawal of any cash, the
                  release of any property or any action whatsoever within the
                  purview of this Indenture, any showings, certificates,
                  opinions, appraisals or other information, or corporate action
                  or evidence thereof, in addition to that by the terms hereof
                  required, as a condition of such action by the Trustee deemed
                  reasonably necessary for the purpose of establishing the right
                  of the Issuer to the authentication of any Bonds, the
                  withdrawal of any cash, the release of any property or the
                  taking of any other action by the Trustee.

                      (k) Before taking any action under this Section 901
                  other than an acceleration when required pursuant to Section
                  802 hereof, the Trustee may require that a satisfactory
                  indemnity bond be furnished for the reimbursement of all
                  expenses to which it may be put and to protect it against all
                  liability, except liability which is adjudicated to have
                  resulted from its negligence or willful default in connection
                  with any action so taken.

                      (l) All moneys received by the Trustee shall, until
                  used or applied or invested as provided in this Indenture, be
                  held in trust for the purposes for which they were received
                  but need not be segregated from other funds except to the
                  extent required by law, by this Indenture. The Trustee shall
                  not be under any liability for interest on any moneys received
                  hereunder except such as may be agreed upon.

                      (m) If any Event of Default under this Indenture shall
                  have occurred and be continuing, the Trustee shall exercise
                  such of the rights and powers vested in it by this Indenture
                  and shall use the same degree of care as a prudent person
                  would exercise or use in the circumstances in the conduct of
                  such prudent person's own affairs.

         SECTION 902. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee shall
be entitled to payment and/or reimbursement for reasonable fees for its services
rendered



                                       49
<PAGE>


hereunder (including services as Registrar, Co-Registrar, Paying Agent and
authenticating agent and services relating to the transfer of Bonds) and all
advances, counsel fees and other expenses reasonably and necessarily made or
incurred by each of them in connection with such services. Upon an Event of
Default hereunder, but only upon such an Event of Default, the Trustee shall
have a right of payment prior to payment on account of principal of, or premium,
if any, or interest on, any Bond for the foregoing advances, fees, costs and
expenses incurred; provided, however, that in no event shall the Trustee have
any such prior right of payment or claim therefor against moneys or obligations
deposited with or paid to the Trustee for the redemption or payment of Bonds
which are deemed to have been paid in accordance with Article VI hereof.

         SECTION 903. NOTICE TO BONDHOLDERS IF DEFAULT OCCURS. If a default
occurs of which the Trustee is by subsection (g) of Section 901 hereof required
to take notice or if notice of default be given as in said subsection (g)
provided, then the Trustee shall give or cause to be given written notice
thereof by first-class mail, postage prepaid, to the owners of all then
Outstanding Bonds.

         SECTION 904. GOOD FAITH RELIANCE. The Trustee shall be protected and
shall incur no liability in acting or proceeding in good faith upon any
resolution, notice, telegram, telex or facsimile transmission, request, consent,
waiver, certificate, statement, affidavit, voucher, bond, requisition or other
paper or document which it shall in good faith believe to be genuine and to have
been passed or signed by the proper board, body or person or to have been
prepared and furnished pursuant to any of the provisions of this Indenture or
the Loan Agreement, or upon the written opinion of any attorney, engineer,
accountant or other expert believed by the Trustee to be qualified in relation
to the subject matter, and the Trustee shall be under no duty to make any
investigation or inquiry as to any statements contained or matters referred to
in any such instrument, but may accept and rely upon the same as conclusive
evidence of the truth and accuracy of such statements. The Trustee shall not be
bound to recognize any person as an owner of Bonds or to take any action at such
person's request unless satisfactory evidence of the ownership of such Bond
shall be furnished to such entity.

         SECTION 905. DEALINGS IN BONDS. The Trustee, in its individual
capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds
issued hereunder, and may join in any action which any owner may be entitled to
take with like effect as if it did not act in any capacity hereunder. The
Trustee in its individual capacity, either as principal or agent, may also
engage in or be interested in any financial or other transaction with the
Company, any Affiliate of the Company, the Guarantor, or the Issuer, and may act
as depositary, trustee or agent for any committee or body of owners of Bonds
secured hereby or other obligations of the Issuer, the Company, the Guarantor,
or any such Affiliate as freely as if it did not act in any capacity hereunder.

         SECTION 906. INTERVENTION BY TRUSTEE. In any judicial proceeding to
which the Issuer is a party and which in the opinion of the Trustee and its
counsel has a substantial bearing on the interests of owners of the Bonds, the
Trustee may intervene on behalf of Bondholders and, subject to the provisions of
Section 901(k) hereof, shall do so if requested in writing by the owners of at
least twenty-five percent (25%) in aggregate principal amount of all Bonds then
Outstanding. The rights and obligations



                                       50
<PAGE>


of the Trustee under this Section are subject to the approval of a court of
competent jurisdiction.

         SECTION 907. SUCCESSOR TRUSTEE BY MERGER OR CONSOLIDATION. Any
corporation or association into which the Trustee may be converted or merged, or
with which it may be consolidated, or to which it may sell or transfer its
corporate trust business and assets as a whole or substantially as a whole, or
any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which it is a party, provided such corporation or
association is otherwise eligible under Section 908 hereof, shall be and become
successor Trustee hereunder, vested with all of the title to the whole property
or trust estate and all the trusts, powers, discretions, immunities, privileges
and all other matters as was its predecessor under this Indenture, without the
execution or filing of any instrument or any further act, deed or conveyance on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         SECTION 908. TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be
a Trustee hereunder which shall (a) be a commercial bank or trust company within
the State of Utah organized under the laws of the United States of America or
the State, authorized to exercise corporate trust powers, subject to supervision
or examination by federal or state authorities and (b) have a reported combined
capital and surplus of not less than $50,000,000. 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 provided in Section 909 hereof. No
resignation or removal of the Trustee and no appointment of a successor Trustee
shall become effective until the successor Trustee has accepted its appointment
under Section 913 hereof.

         SECTION 909. RESIGNATION BY THE TRUSTEE. The Trustee and any successor
Trustee may at any time resign from the trusts created by this Indenture by
executing an instrument in writing resigning such trusts and specifying the date
when such resignation shall take effect, and filing the same with the Issuer and
the Company not less than 45 days before the date specified in such instrument
when such resignation shall take effect (subject to Section 908 hereof), and by
giving notice of such resignation by first class mail, postage prepaid, not less
than 20 days prior to such resignation date, to each registered owner of Bonds
then Outstanding.

         SECTION 910. REMOVAL OF THE TRUSTEE. The Trustee may be removed at any
time, by filing with the Trustee so removed, and with the Issuer and the
Company, an instrument or instruments in writing, appointing a successor, or an
instrument or instruments in writing, consenting to the appointment by the
Issuer of a successor and accompanied by an instrument of appointment by the
Issuer of such successor, and in any event executed by the owners of not less
than fifty-one percent (51%) in aggregate principal amount of Bonds then
Outstanding.

         SECTION 911. APPOINTMENT OF SUCCESSOR TRUSTEE BY THE BONDHOLDERS;
TEMPORARY TRUSTEE. In case the Trustee hereunder shall resign or be removed, or
be dissolved, or shall be in the process of dissolution or liquidation, or
otherwise becomes incapable of acting hereunder, or in case it shall be taken
under the control of any public officer or officers, or of a receiver appointed
by a court, then a vacancy shall forthwith and ipso facto exist in the office of
Trustee and a successor may be



                                       51
<PAGE>


appointed by the owners of fifty-one percent (51%) in aggregate principal amount
of Bonds then Outstanding, by filing with the Issuer and the Company, an
instrument or concurrent instruments in writing signed by such owners, or by
their attorneys in fact duly authorized; provided, nevertheless, that in case of
such vacancy the Issuer, by an instrument executed and signed by an Authorized
Issuer Representative, may appoint a temporary Trustee to fill such vacancy
until a successor Trustee shall be appointed by the Bondholders in the manner
above provided; provided further, that if no permanent successor Trustee shall
have been appointed by the Bondholders within the six (6) calendar months next
succeeding the month during which the Issuer appoints such a temporary Trustee,
such temporary Trustee shall without any further action on the part of the
Issuer or the Bondholders become the permanent successor Trustee. After any
appointment by the Issuer as provided herein, the Issuer shall cause notice of
such appointment to be given to the Company and the Rating Service and to be
given by first class mail, postage prepaid, to all Bondholders. The foregoing
notwithstanding, any such temporary Trustee so appointed by the Issuer shall
immediately and without further act be superseded by any successor Trustee so
appointed by such Bondholders as provided above within the six (6) calendar
months next succeeding the month during which such temporary Trustee is
appointed.

         SECTION 912. JUDICIAL APPOINTMENT OF SUCCESSOR TRUSTEE. In case at any
time the Trustee shall resign and no appointment of a successor Trustee shall be
made pursuant to the foregoing provisions of this Article IX prior to the date
specified in the notice of resignation as the date when such resignation is to
take effect, the resigning Trustee may forthwith apply to a court of competent
jurisdiction for the appointment of a successor Trustee. If no appointment of a
successor Trustee shall be made pursuant to the foregoing provisions of this
Article IX within six (6) calendar months after a vacancy shall have occurred in
the office of Trustee, any Bondholder may apply to any court of competent
jurisdiction to appoint a successor Trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
Trustee.

         SECTION 913. CONCERNING ANY SUCCESSOR TRUSTEES. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and also to the Issuer an instrument in writing accepting such appointment
hereunder, and thereupon such successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessor; but such predecessor
shall, nevertheless, on the written request of the Issuer, or of its successor,
execute and deliver an instrument transferring to such successor Trustee all the
estates, properties, rights, powers and trusts of such predecessor hereunder;
and every predecessor Trustee shall deliver all securities and moneys held by it
as Trustee hereunder to its successor. Should any instrument in writing from the
Issuer be required by any successor Trustee for more fully and certainly vesting
in such successor the estate, rights, powers and duties hereby vested or
intended to be vested in the predecessor, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the
Issuer. The resignation of any Trustee and the instrument or instruments
removing any Trustee and appointing a successor hereunder, together with all
other instruments provided for in this Article, shall be filed and/or recorded
by the successor Trustee in each recording office, if any, where this Indenture
shall have been filed and/or recorded.



                                       52
<PAGE>


       SECTION 914. SUCCESSOR TRUSTEE AS TRUSTEE OF FUNDS. In the event of a
change in Trustee, the predecessor Trustee which has resigned or been removed
shall cease to be Trustee of the funds and accounts created hereunder or
pursuant hereto and shall cease to be the Registrar, authenticating agent, and
Paying Agent for principal of, premium, if any, and interest on the Bonds, as
provided herein, and the successor Trustee shall become such Trustee, Registrar
and Paying Agent.



                                       53
<PAGE>


                                    ARTICLE X

                             SUPPLEMENTAL INDENTURES

         SECTION 1001.   SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF
BONDHOLDERS. Subject to the limitation set forth in Section 1002 hereof with
respect to this Section 1001, the Issuer and the Trustee may (and, in the case
of clause (k) of this Section, shall at the written request of the Authorized
Company Representative), without the consent of, or notice to, any of the
Bondholders, enter into such indenture or indentures supplemental to this
Indenture as shall not be inconsistent with the terms and provisions hereof, for
any one or more of the following purposes:

                          (a) to cure any ambiguity or formal defect or
                  omission in this Indenture;

                          (b) to grant to or confer upon the Trustee for the
                  benefit of the Bondholders any additional rights, remedies,
                  powers or authority that may lawfully be granted to or
                  conferred upon the Bondholders and the Trustee, or either of
                  them;

                          (c) to assign and pledge under or subject to this
                  Indenture additional revenues, properties or collateral;

                          (d) to evidence the appointment of a separate
                  trustee or the succession of a new trustee hereunder;

                          (e) to modify, amend or supplement this Indenture or
                  any indenture supplemental hereto in such manner as to permit
                  the qualification of this Indenture under the Trust Indenture
                  Act of 1939, as then amended, or any similar federal statute
                  hereafter in effect or to permit the qualification of the
                  Bonds for sale under the securities laws of any state of the
                  United States;

                          (f) to modify, amend or supplement this Indenture or
                  any indenture supplemental hereto in such manner as to permit
                  continued compliance with the Proceeds Certificate or any
                  similar certificate executed in connection with the issuance
                  of any Bonds;

                          (g) to provide for the refunding of any Bonds,
                  including the right to establish and administer an escrow fund
                  and to take related action in connection therewith or to
                  provide for the issuance of Additional Bonds as provided in
                  Section 208 herein;

                          (h) to provide for the issuance of Bonds to the
                  extent permitted by this Indenture, including but not limited
                  to such provisions as are necessary for the Trustee and the
                  Issuer to accept, implement and administer any additional
                  security as herein authorized, including debt service reserve
                  or similar funds, letters or lines of credit, bond insurance
                  policies or other forms of credit enhancement and establishing
                  terms and



                                       54
<PAGE>


                  provisions for such Bonds which may differ from those
                  established for Bonds then outstanding;

                          (i) to evidence or give effect to or facilitate the
                  delivery and administration under this Indenture of one or
                  more credit facilities, including a letter of credit, a bond
                  insurance policy or any other credit facility, to provide
                  credit enhancement relating to payment of principal of and
                  interest on the Bonds, provided that prior to the entry into
                  of a supplemental indenture pursuant to this Section 1001(i),
                  the Trustee shall be provided with an opinion of Bond Counsel
                  to the effect that the provisions outlined in such
                  supplemental indenture or indentures with respect to the
                  delivery of one or more credit facilities for such purposes
                  will not have an adverse impact on the excludability of
                  interest on the Bonds from the gross income of the owners
                  thereof for federal income tax purposes;

                          (j) to effect changes in the Indenture so as to
                  secure or maintain ratings on the Bonds from the Rating
                  Service, which changes will not restrict, limit or reduce the
                  obligation of the Issuer to pay the principal of, premium, if
                  any, and interest on the Bonds as provided in this Indenture
                  or otherwise materially adversely affect the owners of the
                  Bonds under this Indenture; and

                          (k) to make any change that in the judgment of the
                  Trustee does not materially adversely affect the rights of any
                  Bondholders.

         SECTION 1002.    SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF
BONDHOLDERS.

                          (a) In addition to supplemental indentures covered by
                  Section 1001 hereof and subject to the terms and provisions
                  contained in this Section, and not otherwise, the holders of
                  not less than fifty-one percent (51%) in aggregate principal
                  amount of the Bonds which are Outstanding hereunder at the
                  time of the execution of any such supplemental indenture and,
                  in case less than all of the Bonds Outstanding are affected
                  thereby, the holders of not less than fifty-one percent (51%)
                  in aggregate principal amount of the Bonds so affected, shall
                  have the right, from time to time, anything contained in this
                  Indenture to the contrary notwithstanding, to consent to and
                  approve the execution by the Issuer and the Trustee of such
                  other indenture or indentures supplemental hereto as shall be
                  deemed necessary and desirable by the Issuer for the purpose
                  of modifying, altering, amending, adding to or rescinding, in
                  any particular, any of the terms or provisions contained in
                  this Indenture or in any supplemental indenture; provided,
                  however, that nothing in this Section contained or in Section
                  1001 hereof shall permit, or be construed as permitting, a
                  supplemental indenture to effect: (i) an extension of the
                  stated maturity or reduction in the principal amount of, or
                  reduction in the rate of or extension of the time of paying
                  interest on, or reduction of any premium payable on the
                  redemption of, any Bonds, without the consent of the holders
                  of such



                                       55
<PAGE>


                  Bonds; (ii) a reduction in the amount or extension of the time
                  of any payment required to be made to or from the Bond Fund or
                  any interest or sinking fund applicable to any Bonds, without
                  the consent of the holders of all of the Bonds at the time
                  Outstanding; (iii) the creation of any lien prior to or on a
                  parity with the lien of this Indenture on the Trust Estate or
                  the deprivation of any Bondholders of the lien created by this
                  Indenture on such Trust Estate, without the consent of the
                  holders of all the Bonds at the time Outstanding, provided
                  that nothing in this subparagraph (iii) shall be construed to
                  require the consent of Bondholders to the issuance of Bonds
                  pursuant to this Indenture; (iv) a reduction in the aforesaid
                  aggregate principal amount of Bonds the owners of which are
                  required to consent to any such supplemental indenture,
                  without the consent of the owners of all the Bonds at the time
                  Outstanding which would be affected by the action to be taken;
                  or (v) a modification of the rights, duties or immunities of
                  the Trustee, without the written consent of the Trustee.

                          (b) If at any time the Issuer or the Company shall
                  request the Trustee to enter into any such supplemental
                  indenture for any of the purposes of this Section, the Trustee
                  shall, upon being satisfactorily indemnified with respect to
                  expenses, cause notice of the proposed execution of such
                  supplemental indenture to be mailed by registered or certified
                  mail to the owners of the Bonds. Such notice shall briefly set
                  forth the nature of the proposed supplemental indenture and
                  shall state that copies thereof are on file at the Principal
                  Office of the Trustee for inspection by all Bondholders. The
                  Trustee shall not, however, be subject to any liability to any
                  Bondholder by reason of its failure to mail such notice, and
                  any such failure shall not affect the validity of such
                  supplemental indenture when consented to and approved as
                  provided in this Section. If the holders of the requisite
                  principal amount of Bonds which are Outstanding hereunder at
                  the time of the execution of any such supplemental indenture
                  shall have consented to and approved the execution thereof as
                  herein provided, no holder of any Bond shall have any right to
                  object to any of the terms and provisions contained therein,
                  or the operation thereof, or in any manner to question the
                  propriety of the execution thereof, or to enjoin or restrain
                  the Trustee or the Issuer from executing the same or from
                  taking any action pursuant to the provisions thereof. Upon the
                  execution of any such supplemental indenture as in this
                  Section permitted and provided, this Indenture shall be and be
                  deemed to be modified and amended in accordance therewith.

                          (c) Anything herein to the contrary notwithstanding,
                  a supplemental indenture under this Article X which adversely
                  affects the Company shall not become effective unless and
                  until the Company shall have consented in writing to the
                  execution and delivery of such supplemental indenture. In this
                  regard, the Trustee shall cause notice of the proposed
                  execution and delivery of any such supplemental indenture to
                  which the Company has not already consented, together with a
                  copy of the proposed supplemental indenture and a written
                  consent form to be signed by the Company, to be mailed by
                  certified or registered mail



                                       56
<PAGE>


                  to the Company at least thirty (30) days (or such shorter
                  period of time acceptable to the Company) prior to the
                  proposed date of execution and delivery of any such
                  supplemental indenture.

                          (d)  Subject to the terms and provisions contained
                  in this Section 1002(d), the owners of all the Bonds at any
                  time Outstanding shall have the right, and the Issuer and the
                  Trustee by their execution and delivery of this Indenture
                  hereby expressly confer upon such owners the right, to modify,
                  alter, amend or supplement this Indenture in any respect,
                  including without limitation in respect of the matters
                  described in clauses (i), (ii) and (iii) of the proviso
                  contained in subsection (a) of this Section 1002, by
                  delivering to the Issuer, the Trustee and the Company a
                  written instrument or instruments, executed by or on behalf of
                  such owners, containing a form of supplemental indenture which
                  sets forth such modifications, alterations, amendments and
                  supplements, and, upon the expiration of a 30-day period
                  commencing on the date of such delivery during which no notice
                  of objection shall have been delivered by the Issuer or the
                  Trustee to such owners at an address specified in such written
                  instrument, such supplemental indenture shall be deemed to
                  have been approved and confirmed by the Issuer and the
                  Trustee, to the same extent as if actually executed and
                  delivered by the Issuer and the Trustee, and such supplemental
                  indenture shall thereupon become and be for all purposes in
                  full force and effect without further action by the Issuer or
                  the Trustee. The foregoing provisions are, however, subject to
                  the following conditions:

                                    (i)   no such supplemental indenture shall
                           in any way affect the limited nature of the
                           obligations of the Issuer under this Indenture as set
                           forth in Section 205 hereof, or otherwise, or
                           adversely affect any of its rights hereunder;

                                    (ii)  no such supplemental indenture shall
                           be to the prejudice of the Trustee, and no such
                           supplemental indenture which adversely affects the
                           Company shall become effective unless consented to by
                           the Company in the manner provided in Section 1002(c)
                           hereof; and

                                    (iii) there shall have been delivered to the
                           Issuer, the Trustee and the Company an opinion of
                           Bond Counsel stating that such supplemental indenture
                           is authorized or permitted by this Indenture and the
                           Act, complies with their respective terms, will, upon
                           the expiration of the aforesaid 30-day period, be
                           valid and binding upon the Issuer in accordance with
                           its terms and will not adversely affect the exclusion
                           from gross income for federal income tax purposes of
                           interest on any of the Bonds.



                                       57
<PAGE>


                                   ARTICLE XI

                        AMENDMENTS TO THE LOAN AGREEMENT

         SECTION 1101. AMENDMENTS, ETC. TO LOAN AGREEMENT NOT REQUIRING CONSENT.
The Issuer, the Company and the Trustee may, without the consent of or notice to
the owners of the Bonds, consent to any supplemental loan agreement which
effects such amendment, change or modification of the Loan Agreement as may be
required (a) by the provisions of this Indenture or the Loan Agreement; (b) for
the purpose of curing any ambiguity or formal defect or omission; (c) in
connection with the issuance of Bonds as provided in Section 207 or Section 208
hereof; (d) for the purpose of complying with the provisions of the Proceeds
Certificate; (e) to evidence or give effect to or facilitate the delivery and
administration under this Indenture of one or more credit facilities including a
letter of credit, a bond insurance policy or any other credit facility to
provide credit enhancement relating to payment of principal of and interest on
the Bonds, provided that prior to the entering into of a supplemental loan
agreement pursuant to this Section 1101, the Trustee shall be provided with an
opinion of Bond Counsel to the effect that the provisions outlined in such
supplemental loan agreement or loan agreements with respect to the delivery of
one or more credit facilities for such purposes will not have an adverse impact
on the excludability of interest on the Bonds from the gross income of the
owners thereof for federal income tax purposes; (f) to secure or maintain
ratings on the Bonds from the Rating Service, which changes will not restrict,
limit or reduce the obligation of the Issuer to pay the principal of and
premium, if any, and interest on the Bonds as provided in this Indenture or
otherwise materially adversely affect the owners of the Bonds; (g) to amend or
supplement the description of the Project set forth in Exhibit A to the Loan
Agreement, provided that no such amendment or supplement shall be entered into
that would cause the Company to violate its covenants set forth in Section 3.7
of the Loan Agreement; or (h) to make any other change therein which, in the
judgment of the Trustee, does not materially adversely affect the rights of the
Trustee or the owners of the Bonds, provided, however, that nothing in this
Section 1101 shall permit, or be construed as permitting, any amendment, change
or modification of the Loan Agreement that may result in anything described in
the numbered clauses of Section 1002(a) hereof, without the consent of each
Bondholder affected. If at any time the Company shall request the Issuer and the
Trustee to consent to any amendment, change or modification of the Loan
Agreement pursuant to subparagraph (h) above, the Trustee shall cause notice of
the proposed execution of such amendment, change or modification to the Loan
Agreement to be given to the Rating Service at least thirty (30) days prior to
the execution of such amendment, change or modification to the Loan Agreement,
which notice shall include a copy of the proposed amendment, change or
modification to the Loan Agreement.

         Before the Issuer shall enter into, and the Trustee shall consent to,
any modification, alteration, amendment or supplement to the Loan Agreement
pursuant to this Section 1101, there shall have been delivered to the Issuer and
the Trustee an opinion of Bond Counsel stating that such modification,
alteration, amendment or supplement is authorized or permitted by the Loan
Agreement or this Indenture and the Act, complies with their respective terms,
will, upon the execution and delivery thereof, be valid and binding upon the
Issuer in accordance with its terms and will not adversely



                                       58
<PAGE>


affect the exclusion from gross income for federal income tax purposes of
interest on any of the Bonds.

         SECTION 1102. AMENDMENTS, ETC. TO LOAN AGREEMENT REQUIRING CONSENT OF
BONDHOLDERS. Except for the amendments, changes or modifications as provided in
Section 1101 hereof, neither the Issuer nor the Trustee shall consent to any
amendment, change or modification of the Loan Agreement without the prior
written approval or consent, given and procured as in this Section provided, of
the owners of not less than fifty-one percent (51%) in aggregate principal
amount of the Bonds Outstanding hereunder at the time of the execution of such
amendment or modification and, in case less than all of the Bonds Outstanding
are affected thereby, of the holders of not less than fifty-one percent (51%) in
aggregate principal amount of the Bonds so affected. If at any time the Issuer
and the Company shall request the consent of the Trustee to any such proposed
amendment, change or modification of the Loan Agreement, the Trustee shall, upon
being satisfactorily indemnified with respect to expenses, cause notice of such
proposed amendment, change or modification to be mailed in the same manner as
provided by Section 1002 hereof with respect to supplemental indentures. Such
notice shall briefly set forth the nature of such proposed amendment, change or
modification and shall state that copies of the instrument embodying the same
are on file at the Principal Office of the Trustee for inspection by all
Bondholders. The Trustee shall not, however, be subject to any liability to any
Bondholder by reason of its failure to mail such notice, and any such failure
shall not affect the validity of such amendment, change or modification when
consented to and approved as provided in this Section. If the holders of not
less than fifty-one percent (51%) in aggregate principal amount of the Bonds
Outstanding which are affected by the amendment to the Loan Agreement shall have
consented to and approved the execution thereof as herein provided, no holder of
any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Trustee or the
Issuer from executing the same or from taking any action pursuant to the
provisions thereof. The foregoing notwithstanding, no amendment or supplement
may be made which permits the assignment of the Loan Agreement by the Company
other than as permitted by Section 6.1 of the Loan Agreement or which results in
anything described in the numbered clauses of Section 1002(a) hereof unless the
holders of 100% in aggregate principal amount of the Bonds Outstanding shall
have consented to such amendment or supplement.

         Before the Issuer shall enter into, and the Trustee shall consent to,
any modification, alteration, amendment or supplement to the Loan Agreement
pursuant to this Section 1102, there shall have been delivered to the Issuer and
the Trustee an opinion of Bond Counsel stating that such modification,
alteration, amendment or supplement is authorized or permitted by the Loan
Agreement or this Indenture and the Act, complies with their respective terms,
will, upon the execution and delivery thereof, be valid and binding upon the
Issuer in accordance with its terms and will not adversely affect the exclusion
from gross income for federal income tax purposes of interest on any of the
Bonds.



                                       59
<PAGE>


                                   ARTICLE XII

                                  MISCELLANEOUS

         SECTION 1201. PARTIES IN INTEREST. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from
this Indenture or the Bonds is intended or shall be construed to give to any
person other than the Issuer, the Trustee, the Company and the holders of the
Bonds any legal or equitable right, remedy or claim under or with respect to
this Indenture or any covenants, conditions and provisions herein contained;
this Indenture and all of the covenants, conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the Issuer, the
Trustee, the Company and the holders of the Bonds as herein provided.

         SECTION 1202. SEVERABILITY. If any provision of this Indenture shall be
held or deemed to be or shall, in fact, be inoperative or unenforceable as
applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or
provisions of any constitution or statute or rule of public policy, or for any
other reason, such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatever. The invalidity of
any one or more phrases, sentences, clauses or Sections in this Indenture
contained shall not affect the remaining portions of this Indenture or any part
thereof.

         SECTION 1203. DELIVERY OF NOTICES; DELIVERY OF BONDS. Except as
otherwise provided in this Indenture, all notices, certificates, requests,
requisitions or other communications by the Issuer, the Company, or the Trustee,
pursuant to this Indenture shall be in writing and shall be sufficiently given
and shall be deemed given when mailed by first class mail, postage prepaid,
addressed as follows:

              If to the Issuer:        Tooele County
                                       Board of County Commissioners
                                       County Courthouse
                                       47 South Main
                                       Tooele, Utah  84074
                                       Telecopier: (801) 882-7317
                                       Attention:  Chairman

              If to the Trustee:       West One Bank, Utah
                                       107 South Main Street, Suite 303
                                       Salt Lake City, Utah  84111
                                       Telecopier:  (801) 534-6208
                                       Attention:  Corporate Trust
                                       Department



                                       60
<PAGE>


              If to the Company:       USPCI Clive Incineration Facility, Inc.
                                           220 Outlet Point Blvd.
                                       Columbia, South Carolina  29210
                                       Telecopier: (803) 551-4365
                                       Attention:  Paul Humphreys

              If to the Guarantor:     Laidlaw Inc.
                                       3221 North Service Road
                                       Burlington, Ontario
                                       Canada  L7R3Y8
                                       Telecopier:  (905) 332-6550
                                       Attention:  Senior Vice President and
                                       General Counsel

         SECTION 1204.  COUNTERPARTS.  This Indenture may be simultaneously
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

         SECTION 1205.  GOVERNING LAW.  This Indenture shall be governed
exclusively by and construed in accordance with the laws of the State of Utah.

         SECTION 1206.  IMMUNITY OF OFFICERS AND EMPLOYEES OF ISSUER. No
recourse shall be had for the payment of the principal of or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any
obligation, covenant or agreement in this Indenture contained against any past,
present or future officer, employee or agent of the Issuer, or any officer,
employee or agent of any successor body politic, either directly or through the
Issuer or any successor body politic, under any rule of law or equity, statute
or constitution or by the enforcement of any assessment or penalty or otherwise,
and all such liability of any such officers, employees or agents, as such, is
hereby expressly waived and released as a condition of and consideration for the
execution of this Indenture and the issuance of any of the Bonds.

         SECTION 1207.  BONDS OWNED BY THE ISSUER, THE GUARANTOR OR THE
COMPANY. In determining whether the owners of the requisite aggregate principal
amount of the Bonds have concurred in any direction, consent or waiver under
this Indenture, Bonds which are owned by the Issuer, the Guarantor or the
Company or by any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or the Guarantor
(unless the Issuer, the Company or such person owns all Bonds which are then
Outstanding, determined without regard to this Section) shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Bonds which the Trustee
knows are so owned shall be so disregarded. Bonds 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 Bonds and that the pledgee is not the Issuer, the Guarantor or the Company
or any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or the Guarantor. In case of
a dispute



                                       61
<PAGE>


as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

         SECTION 1208.  PLEDGE AND UNDERTAKING OF THE STATE. In entering into
this Indenture and otherwise providing for the issuance of the Series 1995
Bonds, the Issuer and the Trustee have specifically relied upon Section 11-17-13
of the Act, which provides:

         The State of Utah does hereby pledge to and agree with the holders of
         any bonds issued under this act and with those parties who may enter
         into contracts with any county or municipality under this act, that the
         state will not alter, impair or limit the rights thereby vested until
         the bonds, together with applicable interest, are fully met and
         discharged and such contracts are fully performed. Nothing contained in
         this act shall preclude such alteration, impairment or limitation if
         and when adequate provision shall be made by law for the protection of
         the holders of the bonds or persons entering into contracts with any
         county or municipality. Each county and municipality is authorized to
         include this pledge and undertaking for the state in such bonds or
         contracts.

         The Issuer hereby incorporates herein the foregoing pledge and
undertaking for the State.



                                       62
<PAGE>


       IN WITNESS WHEREOF, TOOELE COUNTY, UTAH has caused these presents to be
signed in its name and on its behalf by the Chairman of its Board of County
Commissioners and its corporate seal to be hereunto affixed and attested by its
County Clerk, and to evidence its acceptance of the trusts hereby created WEST
ONE BANK, UTAH has caused these presents to be signed in its name and on its
behalf by its Vice President and its official seal to be hereunto affixed, all
as of the day and year first above written.

                                          TOOELE COUNTY, UTAH

                                          By /s/
                                            ------------------------------------
[Seal]                                                  Chairman,
                                              Board of County Commissioners

Attest:
/s/
----------------------------------------
             County Clerk

                                          WEST ONE BANK, UTAH, as Trustee

                                          By /s/
                                            ------------------------------------
[Seal]                                                 Vice President



                                       63
<PAGE>


                                 EXHIBIT "A"

                           [FORM OF FRONT OF BOND]

REGISTERED                                                            REGISTERED
NO. R-                                                      $
      ------                                                 -------------------
                           UNITED STATES OF AMERICA

                                STATE OF UTAH

                               COUNTY OF TOOELE

                    HAZARDOUS WASTE DISPOSAL REVENUE BOND
               (LAIDLAW INC./USPCI CLIVE PROJECT), SERIES 1995



       Interest                  Maturity              Issue
         Rate                      Date                 Date             CUSIP
         ----                      ----                 ----             -----

                              August 1, 2010

Registered Owner:

Principal Amount:                                                   Dollars


         Tooele County, Utah (the "Issuer"), a duly organized and existing
political subdivision of the State of Utah, for value received, hereby promises
to pay (but only from the sources hereinafter mentioned) to the Registered Owner
identified above or registered assigns, on the Maturity Date set forth above,
upon presentation and surrender hereof, the Principal Amount set forth above and
to pay solely from such sources interest on said Principal Amount at the
Interest Rate set forth above, calculated on the basis of a 360-day year of
twelve (12) thirty (30) day months, from the Interest Payment Date next
preceding the date of authentication hereof unless (i) this Bond is
authenticated as of an Interest Payment Date in which event this Bond shall bear
interest from such Interest Payment Date or (ii) this Bond is authenticated
prior to the first Interest Payment Date in which event this Bond shall bear
interest from the Issue Date set forth above; provided, however, that if
interest on the Bonds shall be in default as shown by the records of the
Trustee, interest shall accrue at the Default Rate (as defined in the Indenture
hereinafter described) from the Interest Payment Date to which interest has been
paid in full, until the payment of such Principal Amount (except as the
provisions set forth in the Indenture hereinafter described with respect to
redemption prior to maturity may be applicable hereto), such interest being
payable semiannually on each February 1 and August 1 commencing February 1, 1996
(each an "Interest Payment Date"). Payments of interest shall be made to the
Registered Owner hereof, as of the fifteenth day of the month next



                                       A-1
<PAGE>


preceding such Interest Payment Date, by check or draft mailed on the Interest
Payment Date to the address of such Registered Owner as it appears on the
registration books of the Issuer maintained by the Trustee as Bond Registrar, or
to such other address as may be furnished to said Trustee in writing by such
Registered Owner. Payment of principal or redemption price of and premium, if
any, on this Bond shall be made by check or draft only upon presentation and
surrender of this Bond at the principal corporate trust office of West One Bank,
Utah, Salt Lake City, Utah (the "Trustee", which term shall include any
successor trustee), acting as paying agent (the "Paying Agent"), or at the
office designated for such payment of any successor thereof or of any other
paying agent as provided in said Indenture. The principal of, premium, if any,
and interest on this Bond are payable by check or draft denominated in any coin
or currency of the United States of America which, at the respective times of
payment is legal tender for the payment of public and private debts. As used
herein the term "Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in the State of Utah or the city in which the
principal corporate trust office of the Trustee is located, or the New York
Stock Exchange are closed or required by law to close. If any payment of
principal of, premium, if any, or interest required to be made on this Bond
becomes due and payable on a day other than a Business Day, then such payment
shall be made on the next succeeding Business Day, with the same force and
effect as if made on the Interest Payment Date, the date of maturity or the date
fixed for redemption, and such payment shall not include the interest for the
period between such date and the next succeeding Business Day.

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

         This Bond is one of an issue of Bonds which is issued under the
provisions of, and in full compliance with, the Constitution and laws of the
State of Utah, particularly Title 11, Chapter 17, Utah Code Annotated 1953, as
amended. The Bonds are special, limited obligations of the Issuer, payable by
the Issuer solely from certain amounts received by the Issuer under, and secured
by a pledge of certain rights of the Issuer under and pursuant to, the Loan
Agreement (as such term is defined in the Indenture), and, further, from the
funds and accounts created under the Indenture (but not including the Rebate
Fund created under the Indenture) and investment earnings thereon, all of which
shall be used for no other purpose than to pay the principal of, premium, if
any, and interest on the Bonds, except as may be otherwise expressly authorized
in the Indenture. Neither the faith and credit nor the taxing power of the State
of Utah or any political subdivision thereof is pledged to the payment of the
principal of, premium, if any, or interest on the Bonds. The Bonds and the
interest thereon do not constitute or give rise to a general obligation or
liability of the Issuer or a charge against its general credit or taxing powers,
and the Bonds do not constitute a loan of the credit of the Issuer within the
meaning of any constitutional restriction or statutory limitation of the State
of Utah.

         It Is Hereby Certified, Recited and Declared that all acts, conditions
and things required to exist, happen and be performed precedent to and in the
execution and delivery of the indenture and the issuance of this Bond do exist,
have happened and have been performed in due time, form and manner as required
by law, and that the issuance of this Bond and the series of which it forms a
part, together with all other



                                       A-2
<PAGE>


obligations of the Issuer, does not exceed or violate any constitutional or
statutory limitation on indebtedness, and that payment in full for this Bond has
been received.

         This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture unless and until the
Certificate of Authentication hereon shall have been duly executed by the
Trustee, as provided in the Indenture.

         In Witness Whereof, Tooele County, Utah has caused this Bond to be
executed in its name by the facsimile signature of the Chairman of its Board of
County Commissioners, and the facsimile of its official seal to be imprinted
hereon and attested by the facsimile signature of its County Clerk.

                                          TOOELE COUNTY, UTAH

                                          By
                                            ------------------------------------
[Seal]                                                   Chairman,
                                               Board of County Commissioners

Attest:

------------------------------------------
               County Clerk



                                       A-3
<PAGE>


                        CERTIFICATE OF AUTHENTICATION

         This Bond is one of the Bonds described in the within-mentioned
Indenture of Trust.

Date of registration and authentication:

                                                WEST ONE BANK, UTAH,
                                                as Trustee

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

                          (FORM OF REVERSE OF BOND)

         This Bond is one of the duly authorized Tooele County, Utah Hazardous
Waste Disposal Revenue Bonds (Laidlaw Inc./USPCI Clive Project), Series 1995, to
be issued in an aggregate principal amount of $10,000,000 (the "Bonds"),
pursuant to certain resolutions (collectively, the "Resolution") duly adopted by
the Issuer's Board of County Commissioners (the "Board"), in accordance with the
applicable provisions of the Utah Industrial Facilities and Development Act,
Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Act"), under an
Indenture of Trust dated as of August 1, 1995 (the "Indenture"), between the
Issuer and the Trustee, for the purpose of providing a portion of the funds
necessary to finance among other things a hazardous waste disposal and treatment
facility located within the boundaries of the Issuer (the "Project") for USPCI
Clive Incineration Facility, Inc., an Oklahoma corporation (the "Company").
Proceeds from the sale of the Bonds are to be loaned by the Issuer to the
Company, under the terms of a Loan Agreement dated as of August 1, 1995 (the
"Loan Agreement"). The Bonds are all issuable under and are equally and ratably
secured by and are entitled to the benefits of the Indenture, including the
security of the pledge and assignment of certain amounts payable to the Issuer
pursuant to the Loan Agreement, and all receipts of the Trustee credited under
the provisions of the Indenture against the payment of such amounts, and from
any other moneys held by the Trustee under the Indenture for such purpose. THE
PROJECT IS NOT SECURITY FOR THE BONDS.

         Pursuant to a Guaranty dated as of August 1, 1995 from Laidlaw Inc., a
Canadian corporation (the "Guarantor"), to the Trustee, the Guarantor has agreed
to guaranty timely payment of the Company's obligations relating to the Bonds.

         Any term used herein as a defined term but not defined herein shall
have the meaning ascribed to such term in the Indenture or the Loan Agreement.



                                       A-4
<PAGE>


Part I -- Redemption Provisions

         Optional Redemption of Bonds. The Series 1995 Bonds are subject to
optional redemption prior to maturity by the Trustee at the direction of the
Company, in whole at any time or in part on any Interest Payment Date, in
inverse order of maturity and by lot within each maturity at any time on or
after August 1, 2005, at a redemption price expressed as a percentage of
principal amount of Series 1995 Bonds to be redeemed set forth in the table
below, together with accrued interest to the Redemption Date:



              Redemption Date                               Redemption Price
              ---------------                               ----------------


August 1, 2005 to July 31, 2006                                   102%
August 1, 2006 to July 31, 2007                                   101%
August 1, 2007 and thereafter                                     100%



         Extraordinary Optional Redemption. The Series 1995 Bonds shall be
subject to extraordinary optional redemption prior to maturity by the Trustee,
at the direction of the Company, in whole or in part, on any date at a
redemption price equal to the principal amount of the Series 1995 Bonds to be
redeemed plus accrued interest to the redemption date, within 365 days following
the occurrence of any one of the following events (or, in the case of
subparagraph (a) and (b) below, at the option of the Company, within sixty (60)
days following the receipt of any proceeds relating to such event):

                           (a) The Facility (as defined in the Indenture) or a
                  substantial portion thereof shall have been damaged or
                  destroyed by fire or other casualty (i) to such extent that,
                  in the opinion of the Company, within a period of twelve
                  consecutive months following such damage or destruction it is
                  not practicable or desirable to rebuild, repair or restore the
                  Facility, or (ii) to such extent that, in the opinion of the
                  Company, the Facility is or will be prevented thereby from
                  operating normally for a period of twelve (12) consecutive
                  months.

                           (b) Title to, or the temporary use of, all or
                  substantially all of the Facility shall have been taken under
                  the exercise of the power of eminent domain (including such a
                  taking or takings as results or is likely to result, in the
                  opinion of the Company, in normal operations at the Facility
                  being interrupted for a period of twelve (12) consecutive
                  months or results or is likely to result in rendering the
                  Facility, in the opinion of the Company, unsuitable for use).

                           (c) As a result of any changes in the Constitution of
                  the State of Utah or the Constitution of the United States of
                  America or of legislative or administrative action (whether
                  state or federal) or by final decree, judgment or order of any
                  court or administrative body (whether state or federal)
                  entered after the contest thereof by the Company in good
                  faith, the Loan Agreement shall have become void or
                  unenforceable or impossible of performance in accordance with
                  the intent and purposes of the parties as expressed in the
                  Loan Agreement,



                                       A-5
<PAGE>


                  or unreasonable burdens or excessive liabilities shall have
                  been imposed on the Issuer or the Company, including without
                  limitation, federal, state or other ad valorem, property,
                  income or other taxes not being imposed on the date of the
                  Loan Agreement or changes since the date of initial issuance
                  of the Bonds in regulatory requirements, technology or the
                  economic availability of raw materials, operating supplies,
                  equipment or waste requiring treatment and disposal, which
                  condition cannot reasonably be expected to improve materially
                  within a period of twelve (12) consecutive months and causes
                  the Company to determine that the Facility should not be
                  completed or that operation of the Facility should be
                  discontinued.

         Special Mandatory Redemption. The Series 1995 Bonds are also subject to
Special Mandatory Redemption in whole by the Issuer on any date prior to
maturity at a redemption price of 100% of the principal amount thereof together
with accrued interest to the date of redemption, upon the occurrence of a
Determination of Taxability (as defined in the Indenture), as soon as
practicable, but in no event later than thirty (30) days after the occurrence of
such Determination of Taxability.

         Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the redemption date (except in the case of Special
Mandatory Redemption, in which case the Trustee will give immediate notice as
provided in the Indenture), to each owner of a Bond to be redeemed at the
address of such Bondholder appearing in the Bond Register. Failure to give such
notice to any Bondholder, or any defect therein, shall not affect the validity
of the proceedings for the redemption of any Bond or portion thereof with
respect to which no such failure has occurred. The Indenture provides for the
giving of additional notice under certain circumstances, provided that no defect
in or failure to give such additional notice shall in any manner defeat the
effectiveness of a call for redemption with respect to Bonds for which notice
was properly given as described above. Notice of redemption having been given as
aforesaid, the Bond 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 Issuer shall default in the payment of the redemption price)
such Bond shall cease to bear interest. Upon surrender of any such Bond for
redemption in accordance with said notice, the redemption price of such Bond
shall be paid. If any Bond 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 last borne by the
Bond.

         If at the time of mailing of notice of an optional redemption there
shall not have been deposited with the Trustee moneys sufficient to redeem all
the Bonds called for redemption, which moneys are or will be available for
redemption of Bonds, such notice will state that it is conditional, that is,
subject to the deposit of the redemption moneys with the Trustee not later than
the close of business of the fifth day prior to the Redemption Date, and such
notice shall be of no effect unless such moneys are so deposited.

         Partial Redemption. The Trustee, upon surrender of any Bond to be
redeemed in part, shall authenticate and deliver to the owner of such Bond,
without service



                                       A-6
<PAGE>


charge, a new Bond or Bonds in aggregate principal amount equal to and in
exchange for the unpurchased or unredeemed portion of the principal of the Bond
so surrendered, which new Bond or Bonds shall be in any Authorized Denominations
and shall be identical to the Bond being purchased or redeemed with respect to
stated maturity and interest rate, and bearing numbers not contemporaneously
outstanding. If less than all the Bonds are to be redeemed, the particular Bonds
or portion thereof to be redeemed shall be selected prior to the redemption date
by the Trustee, by lot by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Bonds of a denomination larger than the minimum Authorized
Denomination. The unredeemed portion of a Bond selected for partial redemption
must be equal to an Authorized Denomination.

Part II -- General

         The owner of this Bond shall have no right to enforce the provisions of
the Indenture or to institute any suit, action or proceeding in equity or at law
for the enforcement of the Indenture or for the appointment of a receiver or for
the enforcement of any other remedy under the Indenture, except as provided in
the Indenture. The Issuer, the Trustee, and the Company may treat the registered
owner of this Bond as the absolute owner hereof for all purposes, whether or not
this Bond shall be overdue, and shall not be bound by any notice to the
contrary.

         If provision is made for the payment of the principal of, premium, if
any, and interest on this Bond in accordance with the Indenture, this Bond shall
no longer be deemed Outstanding under the Indenture, shall cease to be entitled
to any lien, benefit or security under the Indenture, except for purposes of
registration and exchange and of such payment.

         Modifications or alterations of the Indenture or of any supplements
thereto, may be made only to the extent and in the circumstances permitted by
the Indenture.

         Except as otherwise provided in the Indenture, the Bonds are issuable
only as fully registered Bonds, without coupons, in denominations of $5,000 and
any integral multiple of $5,000 in excess thereof.

         The transfer of this Bond shall be registered upon the books kept at
the Principal Office of the Trustee, upon surrender of this Bond, duly endorsed
by, or accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee and duly executed by the Bondholder or such
Bondholder's attorney duly authorized in writing and with guarantee of
signature.

         Subject to the limitations contained in the Indenture, this Bond may be
exchanged at any time at the Principal Office of the Trustee, upon surrender
hereof together with an assignment duly executed by the registered owner hereof
or such owner's attorney or legal representative in such form and with guarantee
of signature as shall be satisfactory to the Trustee for an equal aggregate
principal amount of Bonds of any Authorized Denomination as the Bonds
surrendered for exchange, which Bonds shall be identical to the Bonds being
exchanged with respect to interest rate and stated maturity, and bearing numbers
not contemporaneously outstanding.



                                       A-7
<PAGE>


         Reference is hereby made to the Indenture, the Loan Agreement and the
Proceeds Certificate, copies of which are on file with the Trustee, for the
provisions, among others, with respect to the nature and extent of the rights,
duties and obligations of the Issuer, the Company, the Trustee, and the owners
of the Bonds, including provisions relating to acceleration under certain
circumstances and provisions relating to the issuance of additional bonds under
the Indenture. The owner of this Bond, by acceptance hereof, is deemed to have
agreed and consented to and to be bound by the terms and provisions of the
Indenture, the Loan Agreement and the Proceeds Certificate.

         The following abbreviations, when used in the inscription on the face
of this Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:



                                       A-8
<PAGE>


                              UNIF GIFT MIN ACT



TEN COM      --      as tenants in common            _______ Custodian _______

TEN ENT      --      as tenants by the                 (Cust)        (Minor)
                     entirety

JT TEN       --      as joint tenants with             Under Uniform Gifts to
                     right of survivorship and      Minors Act______________
                     not tenants in common                       (State)



         Additional abbreviations may also be used though not in the
above list.



                                       A-9
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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

------------------------------------------------------------------------------
     (Please Print or Typewrite Name and Address, including Zip Code, of
                                  Assignee)

the within Bond of TOOELE COUNTY, UTAH, and all rights thereunder, and hereby
irrevocably constitutes and appoints

------------------------------------------------------------------------------
attorney to register the transfer of said Bond on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                                   Signature:
      ------------------                           -----------------------------

Signature
Guaranteed:
           ---------------------------------------------------------------------

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

Notice:           The signature(s) should be guaranteed by an eligible guarantor
                  institution (banks, stockbrokers, savings and loan
                  associations and credit unions with membership in an approved
                  signature guarantee medallion program), pursuant to S.E.C.
                  Rule 17Ad-15.



                                      A-10
<PAGE>


                                 EXHIBIT "B"

                        DTC LETTER OF REPRESENTATIONS

                     (See Transcript Document No.      )
                                                  -----


                                       B-1