<Page>

                                                                  EXECUTION COPY

                             FOREST OIL CORPORATION

                            8% Senior Notes due 2011

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

                                    INDENTURE

                          Dated as of December 7, 2001

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

                       State Street Bank and Trust Company

                                     Trustee

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                PAGE
<S>                                                                             <C>

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE............................  7

         SECTION 1.01.   DEFINITIONS............................................  7
         SECTION 1.02.   OTHER DEFINITIONS...................................... 29
         SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...... 30
         SECTION 1.04.   RULES OF CONSTRUCTION.................................. 31

ARTICLE II THE SECURITIES....................................................... 31

         SECTION 2.01.   FORM, DATING AND TERMS................................. 31
         SECTION 2.02.   EXECUTION AND AUTHENTICATION........................... 38
         SECTION 2.03.   REGISTRAR AND PAYING AGENT............................. 40
         SECTION 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST.................... 41
         SECTION 2.05.   SECURITYHOLDER LISTS................................... 41
         SECTION 2.06.   TRANSFER AND EXCHANGE.................................. 41
         SECTION 2.07.   FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                         WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS... 44
         SECTION 2.08.   FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                         TRANSFERS PURSUANT TO REGULATION S..................... 47
         SECTION 2.09.   REPLACEMENT SECURITIES................................. 48
         SECTION 2.10.   OUTSTANDING SECURITIES................................. 49
         SECTION 2.11.   TEMPORARY SECURITIES................................... 49
         SECTION 2.12.   CANCELLATION........................................... 49
         SECTION 2.13.   DEFAULTED INTEREST..................................... 50
         SECTION 2.14.   COMPUTATION OF INTEREST................................ 50
         SECTION 2.15.   CUSIP NUMBERS.......................................... 50

ARTICLE III REDEMPTION.......................................................... 50

         SECTION 3.01.   NOTICES TO TRUSTEE..................................... 50
         SECTION 3.02.   SELECTION OF SECURITIES TO BE REDEEMED................. 50
         SECTION 3.03.   NOTICE OF REDEMPTION................................... 51
         SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION......................... 51
         SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE............................ 52
         SECTION 3.06.   SECURITIES REDEEMED IN PART............................ 52

ARTICLE IV COVENANTS............................................................ 52

         SECTION 4.01.   PAYMENT OF SECURITIES.................................. 52
         SECTION 4.02.   SEC REPORTS............................................ 52
         SECTION 4.03.   LIMITATION ON INDEBTEDNESS............................. 52
</Table>

                                       2
<Page>

<Table>
<S>                                                                             <C>
         SECTION 4.04.   LIMITATION ON RESTRICTED PAYMENTS...................... 53
         SECTION 4.05.   LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS
                         FROM RESTRICTED SUBSIDIARIES........................... 55
         SECTION 4.06.   LIMITATION ON ASSET SALES.............................. 56
         SECTION 4.07.   LIMITATION ON TRANSACTIONS WITH AFFILIATES............. 59
         SECTION 4.08.   LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL
                         STOCK OF RESTRICTED SUBSIDIARIES....................... 60
         SECTION 4.09.   CHANGE OF CONTROL...................................... 60
         SECTION 4.10.   LIMITATION ON LIENS.................................... 62
         SECTION 4.11.   COMPLIANCE CERTIFICATE................................. 62
         SECTION 4.12.   FURTHER INSTRUMENTS AND ACTS........................... 62
         SECTION 4.13.   FUTURE SUBSIDIARY GUARANTORS........................... 62
         SECTION 4.14.   RESTRICTED AND UNRESTRICTED SUBSIDIARIES............... 62
         SECTION 4.15.   TERMINATION OF CERTAIN COVENANTS....................... 63
         SECTION 4.16.   REGISTRATION DEFAULT................................... 63

ARTICLE V SUCCESSOR COMPANY..................................................... 64

         SECTION 5.01.   WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.............. 64

ARTICLE VI DEFAULTS AND REMEDIES................................................ 65

         SECTION 6.01.   EVENTS OF DEFAULT...................................... 65
         SECTION 6.02.   ACCELERATION........................................... 67
         SECTION 6.03.   OTHER REMEDIES......................................... 67
         SECTION 6.04.   WAIVER OF PAST DEFAULTS................................ 67
         SECTION 6.05.   CONTROL BY MAJORITY.................................... 68
         SECTION 6.06.   LIMITATION ON SUITS.................................... 68
         SECTION 6.07.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT................... 68
         SECTION 6.08.   COLLECTION SUIT BY TRUSTEE............................. 68
         SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM....................... 69
         SECTION 6.10.   PRIORITIES............................................. 69
         SECTION 6.11.   UNDERTAKING FOR COSTS.................................. 69
         SECTION 6.12.   WAIVER OF STAY OR EXTENSION LAWS....................... 69

ARTICLE VII TRUSTEE............................................................. 70

         SECTION 7.01.   DUTIES OF TRUSTEE...................................... 70
         SECTION 7.02.   RIGHTS OF TRUSTEE...................................... 71
         SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE........................... 71
         SECTION 7.04.   TRUSTEE'S DISCLAIMER................................... 71
         SECTION 7.05.   NOTICE OF DEFAULTS..................................... 71
         SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS.......................... 72
         SECTION 7.07.   COMPENSATION AND INDEMNITY............................. 72
         SECTION 7.08.   REPLACEMENT OF TRUSTEE................................. 72
         SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER............................ 73
         SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.......................... 74
</Table>


                                       3
<Page>

<Table>
<S>                                                                             <C>
         SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...... 74

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE................................. 74

         SECTION 8.01.   DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE....... 74
         SECTION 8.02.   CONDITIONS TO DEFEASANCE............................... 75
         SECTION 8.03.   APPLICATION OF TRUST MONEY............................. 76
         SECTION 8.04.   REPAYMENT TO THE COMPANY............................... 76
         SECTION 8.05.   INDEMNITY FOR GOVERNMENT OBLIGATIONS................... 76
         SECTION 8.06.   REINSTATEMENT.......................................... 76

ARTICLE IX AMENDMENTS........................................................... 77

         SECTION 9.01.   WITHOUT CONSENT OF HOLDERS............................. 77
         SECTION 9.02.   WITH CONSENT OF HOLDERS................................ 77
         SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.................... 78
         SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.......... 78
         SECTION 9.05.   NOTATION ON OR EXCHANGE OF SECURITIES.................. 79
         SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS............................. 79
         SECTION 9.07.   PAYMENT FOR CONSENT.................................... 79

ARTICLE X SUBSIDIARY GUARANTEES................................................. 79

         SECTION 10.01.   SUBSIDIARY GUARANTEE.................................. 79
         SECTION 10.02.   CONTRIBUTION.......................................... 81
         SECTION 10.03.   SUCCESSORS AND ASSIGNS................................ 81
         SECTION 10.04.   NO WAIVER............................................. 81
         SECTION 10.05.   MODIFICATION.......................................... 82
         SECTION 10.06.   EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE
                          SUBSIDIARY GUARANTORS................................. 82

ARTICLE XI MISCELLANEOUS........................................................ 82

         SECTION 11.01.   TRUST INDENTURE ACT CONTROLS.......................... 82
         SECTION 11.02.   NOTICES............................................... 82
         SECTION 11.03.   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS........... 83
         SECTION 11.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.... 83
         SECTION 11.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION......... 84
         SECTION 11.06.   WHEN SECURITIES DISREGARDED........................... 84
         SECTION 11.07.   RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.......... 84
         SECTION 11.08.   LEGAL HOLIDAYS........................................ 84
         SECTION 11.09.   GOVERNING LAW......................................... 84
         SECTION 11.10.   NO RECOURSE AGAINST OTHERS............................ 84
         SECTION 11.11.   SUCCESSORS............................................ 85
         SECTION 11.12.   MULTIPLE ORIGINALS.................................... 85
         SECTION 11.13.   TABLE OF CONTENTS; HEADINGS........................... 85
</Table>


                                       4
<Page>

<Table>
<S>                                                                             <C>
         SECTION 11.14.   CONSENT TO JURISDICTION AND SERVICE................... 85
</Table>

EXHIBITS

EXHIBIT A      FORM OF INITIAL SECURITY AND ADDITIONAL SECURITY
EXHIBIT B      FORM OF EXCHANGE SECURITY
EXHIBIT C      FORM OF SUPPLEMENTAL INDENTURE




                                       5
<Page>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
  TIA                                   Indenture
Section                                  Section
-------                                 ---------
<S>                                     <C>
310(a)(1)                                7.10
(a)(2)                                   7.10
(a)(3)                                   N.A.
(a)(4)                                   N.A.
(b)                                      7.08; 8.10
(c)                                      N.A.
311(a)                                   7.11
(b)                                      7.11
(c)                                      N.A.
312(a)                                   2.06
(b)                                     11.03
(c)                                     11.03
313(a)                                   7.06
(b)(1)                                   N.A.
(b)(2)                                   7.06
(c)                                     11.02
(d)                                      7.06
314(a)                                   4.02; 4.11
                                        11.02
(b)                                      N.A.
(c)(1)                                  11.04
(c)(2)                                  11.04
(c)(3)                                   N.A.
(d)                                      N.A.
(e)                                     11.05
(f)                                      4.11
315(a)                                   7.01
(b)                                      7.05; 11.02
(c)                                      7.01
(d)                                      7.01
(e)                                      6.11
316(a)
(last sentence)                         11.06
(a)(1)(A)                                6.05
(a)(1)(B)                                6.04
(a)(2)(A)                                N.A.
(b)                                      6.07
317(a)(1)                                6.08
(a)(2)                                   6.09
(b)                                      2.05
</Table>

                           N. A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.

                                       6
<Page>

     INDENTURE dated as of December 7, 2001, between FOREST OIL CORPORATION, a
New York corporation (the "COMPANY") and State Street Bank and Trust Company, as
Trustee (the "TRUSTEE").

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of (i) the Company's 8% Senior
Securities due 2011 (the "Initial Securities"), and (ii) if and when issued,
additional 8% Senior Notes Due 2011 in unlimited principal amount that may be
offered subsequent to the Issue Date (the "Additional Securities"), to be
issued, from time to time, in one or more series as provided in this Indenture
and (iii) if and when issued in exchange for Initial Securities or any
Additional Securities as provided in the Exchange and Registration Rights
Agreement or a similar agreement relating to Initial Securities, the Company's
8% Senior Notes due 2011 (the "Exchange Securities") and (iv) if and when issued
as provided in the Exchange and Registration Rights Agreement, the Private
Exchange Securities (as defined in the Exchange and Registration Rights
Agreement).

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. DEFINITIONS.

     "ADDITIONAL ASSETS" means (a) any Property (other than cash, Permitted
Short-Term Investments or securities) used in the Oil and Gas Business or any
business ancillary thereto, (b) Investments in any other Person engaged in the
Oil and Gas Business or any business ancillary thereto (including the
acquisition from third parties of Capital Stock of such Person) as a result of
which such other Person becomes a Restricted Subsidiary in compliance with
Section 4.15, (c) the acquisition from third parties of Capital Stock of a
Restricted Subsidiary or (d) Permitted Business Investments.

     "ADDITIONAL SECURITIES" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

     "ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS" means (without duplication), as
of the date of determination, the remainder of: (a) the sum of (i) discounted
future net revenues from proved oil and gas reserves of the Company and its
Restricted Subsidiaries calculated in accordance with Commission guidelines
before any provincial, territorial, state, Federal or foreign income taxes, as
estimated by the Company in a reserve report prepared as of the end of the
Company's most recently completed fiscal year for which audited financial
statements are available, as increased by, as of the date of determination, the
estimated discounted future net revenues from (A) estimated proved oil and gas
reserves acquired since such year-end, which reserves were not reflected in such
year-end reserve report, and (B) estimated oil and gas reserves attributable to
upward revisions of estimates of proved oil and gas reserves since such year-end
due to exploration, development or exploitation activities, in each case
calculated in accordance with Commission guidelines (utilizing the prices
utilized in such year-end reserve report), and decreased by, as of the date of
determination, the estimated discounted future net revenues from (C) estimated
proved oil and gas reserves produced or disposed of since such year-end and (D)
estimated oil and gas reserves attributable to downward

                                       7
<Page>

revisions of estimates of proved oil and gas reserves since such year-end due to
changes in geological conditions or other factors which would, in accordance
with standard industry practice, cause such revisions, in each case calculated
in accordance with Commission guidelines (utilizing the prices utilized in such
year-end reserve report); PROVIDED that, in the case of each of the
determinations made pursuant to clauses (A) through (D), such increases and
decreases shall be as estimated by the Company's petroleum engineers, (ii) the
capitalized costs that are attributable to oil and gas properties of the Company
and its Restricted Subsidiaries to which no proved oil and gas reserves are
attributable, based on the Company's books and records as of a date no earlier
than the date of the Company's latest available annual or quarterly financial
statements, (iii) the Net Working Capital on a date no earlier than the date of
the Company's latest annual or quarterly financial statements and (iv) the
greater of (A) the net book value on a date no earlier than the date of the
Company's latest annual or quarterly financial statements and (B) the Fair
Market Value, as estimated by the Company, of other tangible assets (including,
without duplication, Investments in unconsolidated Restricted Subsidiaries) of
the Company and its Restricted Subsidiaries, as of the date no earlier than the
date of the Company's latest audited financial statements, minus (b) the sum of
(i) minority interests, (ii) any net gas balancing liabilities of the Company
and its Restricted Subsidiaries reflected in the Company's latest audited
financial statements, (iii) to the extent included in (a)(i) above, the
discounted future net revenues, calculated in accordance with Commission
guidelines (utilizing the prices utilized in the Company's year-end reserve
report), attributable to reserves which are required to be delivered to third
parties to fully satisfy the obligations of the Company and its Restricted
Subsidiaries with respect to Volumetric Production Payments (determined, if
applicable, using the schedules specified with respect thereto) and (iv) the
discounted future net revenues, calculated in accordance with Commission
guidelines, attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price assumptions
included in determining the discounted future net revenues specified in (a)(i)
above, would be necessary to fully satisfy the payment obligations of the
Company and its Restricted Subsidiaries with respect to Dollar-Denominated
Production Payments (determined, if applicable, using the schedules specified
with respect thereto). If the Company changes its method of accounting from the
full cost method to the successful efforts method or a similar method of
accounting, "Adjusted Consolidated Net Tangible Assets" will continue to be
calculated as if the Company were still using the full cost method of
accounting.

     "AFFILIATE" of any specified Person means any other Person (a) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person or (b)
which beneficially owns or holds directly or indirectly 10% or more of any class
of the Voting Stock of such specified Person or of any Subsidiary of such
specified Person. For the purposes of this definition, "control," when used with
respect to any specified Person, means the power to direct the management and
policies of such Person directly or indirectly, whether through the ownership of
Voting Stock, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "ASSET SALE" means, with respect to any Person, any transfer, conveyance,
sale, lease or other disposition (collectively, "dispositions," and including
dispositions pursuant to any consolidation or merger) by such Person in any
single transaction or series of transactions of (a) shares of Capital Stock or
other ownership interests of another Person (including Capital

                                       8
<Page>

Stock of Restricted Subsidiaries and Unrestricted Subsidiaries) or (b) any other
Property of such Person; PROVIDED, HOWEVER, that the term "Asset Sale" shall not
include: (i) the disposition of Permitted Short-Term Investments, inventory,
accounts receivable, surplus or obsolete equipment or other Property (excluding
the disposition of oil and gas in place and other interests in real property
unless made in connection with a Permitted Business Investment) in the ordinary
course of business; (ii) the abandonment, assignment, lease, sublease or
farm-out of oil and gas properties, or the forfeiture or other disposition of
such properties pursuant to standard form operating agreements, in each case in
the ordinary course of business in a manner that is customary in the Oil and Gas
Business; (iii) the disposition of Property received in settlement of debts
owing to such Person as a result of foreclosure, perfection or enforcement of
any Lien or debt, which debts were owing to such Person in the ordinary course
of its business; (iv) any disposition that constitutes a Restricted Payment made
in compliance with Section 4.04; (v) when used with respect to the Company, any
disposition of all or substantially all of the Property of such Person permitted
pursuant to Article V; (vi) the disposition of any Property by such Person to
the Company or a Wholly Owned Subsidiary; (vii) the disposition of any asset
with a Fair Market Value of less than $2,000,000; or (viii) any Production
Payments and Reserve Sales; PROVIDED that any such Production Payments and
Reserve Sales, other than incentive compensation programs on terms that are
reasonably customary in the Oil and Gas Business for geologists, geophysicists
and other providers of technical services to the Company or a Restricted
Subsidiary, shall have been created, Incurred, issued, assumed or Guaranteed in
connection with the financing of, and within 60 days after the acquisition of,
the Property that is subject thereto.

     "AVERAGE LIFE" means, with respect to any Indebtedness, at any date of
determination, the quotient obtained by dividing (a) the sum of the products of
(i) the number of years (and any portion thereof) from the date of determination
to the date or dates of each successive scheduled principal payment (including
any sinking fund or mandatory redemption payment requirements) of such
Indebtedness multiplied by (ii) the amount of each such principal payment by (b)
the sum of all such principal payments.

     "BANK CREDIT FACILITIES" means, with respect to any Person, one or more
debt facilities or commercial paper facilities with banks or other institutional
lenders (including pursuant to the Credit Agreement dated as of October 10,
2000, as amended on May 24, 2001, among the Company, the Lenders named therein,
Bank of America N.A., as U.S. syndication agent, Citibank N.A., as U.S.
documentation agent and The Chase Manhattan Bank, as global administrative
agent, and the Credit Agreement dated as of October 10, 2000, as amended on May
24, 2001, among Canadian Forest Oil Ltd., each other subsidiary of Canadian
Forest Oil Ltd. that becomes a borrower, the Lenders named therein, The Chase
Manhattan Bank of Canada, as Canadian administrative agent, Bank of Montreal, as
Canadian syndication agent, and The Chase Manhattan Bank, as global
administrative agent) providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or trade letters of credit, together with any extensions,
revisions, restatements, refinancings or replacements thereof by a lender or
syndicate of lenders; PROVIDED, HOWEVER, that any Indebtedness which otherwise
would come within this definition shall not constitute Indebtedness under Bank
Credit Facilities to the extent that the Company shall have determined

                                       9
<Page>

at the time of Incurrence that such Indebtedness was Incurred pursuant to
another provision of Section 4.03.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

     "BUSINESS DAY" means each day which is not a Legal Holiday.

     "CANADIAN SUBSIDIARY" means a Subsidiary organized under the laws of Canada
or any province thereof.

     "CAPITAL LEASE OBLIGATION" means any obligation which is required to be
classified and accounted for as a capital lease obligation in accordance with
GAAP, and the amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with GAAP, and
the Stated Maturity thereof shall be the date of the last payment date of rent
or any other amount due in respect of such obligation.

     "CAPITAL STOCK" in any Person means any and all shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person and any rights (other than debt securities convertible into an
equity interest), warrants or options to subscribe for or to acquire an equity
interest in such Person; PROVIDED, HOWEVER, that "Capital Stock" shall not
include Redeemable Stock.

     "CHANGE OF CONTROL" means the occurrence of any of the following events:

          (a)  any "person" or "group" (within the meaning of Sections 13(d)(3)
     and 14(d)(2) of the Exchange Act or any successor provision to either of
     the foregoing, including any group acting for the purpose of acquiring,
     holding or disposing of securities within the meaning of Rule 13d-5(b)(1)
     under the Exchange Act), becomes the "beneficial owner" (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be
     deemed to have "beneficial ownership" of all shares that any such Person
     has the right to acquire, whether such right is exercisable immediately or
     only after the passage of time) of more than 50% of the total voting power
     of all classes of the Voting Stock of the Company or currently exercisable
     warrants or options to acquire such Voting Stock;

          (b)  the sale, lease, conveyance or transfer of all or substantially
     all the assets of the Company and the Restricted Subsidiaries taken as a
     whole (other than to any Wholly Owned Subsidiary) shall have occurred;

          (c)  the shareholders of the Company shall have approved any plan of
     liquidation or dissolution of the Company;

          (d)  the Company consolidates with or merges into another Person or
     any Person consolidates with or merges into the Company in any such event
     pursuant to a transaction in which the outstanding Voting Stock of the
     Company is reclassified into or exchanged for cash, securities or other
     property, other than any such transaction where the

                                       10
<Page>

     outstanding Voting Stock of the Company is reclassified into or exchanged
     for Voting Stock of the surviving corporation that is Capital Stock and the
     holders of the Voting Stock of the Company immediately prior to such
     transaction own, directly or indirectly, not less than a majority of the
     Voting Stock of the surviving corporation immediately after such
     transaction in substantially the same proportion as before the transaction
     (for purposes of this clause (d), the holders of the Voting Stock
     immediately prior to such transaction shall be deemed to beneficially own
     any Voting Stock of a specified corporation held by a parent corporation,
     if the holders of the Voting Stock immediately prior to such transaction
     are the beneficial owners (as defined in clause 1 above), directly or
     indirectly, of more than 50% of the voting power of the Voting Stock of
     such parent corporation); or

          (e)  during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Company's Board of Directors
     (together with any new directors whose election or appointment by such
     Board or whose nomination for election by the shareholders of the Company
     was approved by a vote of a majority of the directors then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Company's Board of Directors then in
     office.

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

     "COMPANY" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor.

     "CONSOLIDATED INTEREST COVERAGE RATIO" means, as of the date of the
transaction giving rise to the need to calculate the Consolidated Interest
Coverage Ratio (the "Transaction Date"), the ratio of (a) the aggregate amount
of EBITDA of the Company and its consolidated Restricted Subsidiaries for the
four full fiscal quarters immediately prior to the Transaction Date for which
financial statements are available to (b) the aggregate Consolidated Interest
Expense of the Company and its Restricted Subsidiaries that is anticipated to
accrue during a period consisting of the fiscal quarter in which the Transaction
Date occurs and the three fiscal quarters immediately subsequent thereto (based
upon the pro forma amount and maturity of, and interest payments in respect of,
Indebtedness of the Company and its Restricted Subsidiaries expected by the
Company to be outstanding on the Transaction Date), assuming for the purposes of
this measurement the continuation of market interest rates prevailing on the
Transaction Date and base interest rates in respect of floating interest rate
obligations equal to the base interest rates on such obligations in effect as of
the Transaction Date; PROVIDED that if the Company or any of its Restricted
Subsidiaries is a party to any Interest Rate Protection Agreement which would
have the effect of changing the interest rate on any Indebtedness of the Company
or any of its Restricted Subsidiaries for such four quarter period (or a portion
thereof), the resulting rate shall be used for such four quarter period or
portion thereof; PROVIDED FURTHER that any Consolidated Interest Expense with
respect to Indebtedness Incurred or retired by the Company or any of its
Restricted Subsidiaries during the fiscal quarter in which the Transaction Date
occurs shall be calculated as if such Indebtedness was so Incurred or retired on
the first day of the fiscal quarter in which the Transaction Date occurs. In
addition, if since the beginning of the four full fiscal quarter period
preceding the Transaction Date, (i) the Company

                                       11
<Page>

or any of its Restricted Subsidiaries shall have engaged in any Asset Sale,
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive), or increased by an amount equal to the EBITDA (if negative), directly
attributable to the assets which are the subject of such Asset Sale for such
period calculated on a pro forma basis as if such Asset Sale and any related
retirement of Indebtedness had occurred on the first day of such period or (ii)
the Company or any of its Restricted Subsidiaries shall have acquired any
material assets, EBITDA shall be calculated on a pro forma basis as if such
asset acquisitions had occurred on the first day of such four fiscal quarter
period.

     "CONSOLIDATED INTEREST EXPENSE" means with respect to any Person for any
period, without duplication, (a) the sum of (i) the aggregate amount of cash and
noncash interest expense (including capitalized interest) of such Person and its
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP in respect of Indebtedness (including (A) any amortization
of debt discount, (B) net costs associated with Interest Rate Protection
Agreements (including any amortization of discounts), (C) the interest portion
of any deferred payment obligation, (D) all accrued interest and (E) all
commissions, discounts, commitment fees, origination fees and other fees and
charges owed with respect to any Bank Credit Facilities and other Indebtedness)
paid, accrued or scheduled to be paid or accrued during such period; (ii)
Redeemable Stock dividends of such Person (and of its Restricted Subsidiaries if
paid to a Person other than such Person or its Restricted Subsidiaries) and
Preferred Stock dividends of such Person's Restricted Subsidiaries if paid to a
Person other than such Person or its other Restricted Subsidiaries; (iii) the
portion of any rental obligation of such Person or its Restricted Subsidiaries
in respect of any Capital Lease Obligation allocable to interest expense in
accordance with GAAP; (iv) the portion of any rental obligation of such Person
or its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction
that is Indebtedness allocable to interest expense (determined as if such
obligation were treated as a Capital Lease Obligation); and (v) to the extent
any Indebtedness of any other Person (other than Restricted Subsidiaries) is
Guaranteed by such Person or any of its Restricted Subsidiaries, the aggregate
amount of interest paid, accrued or scheduled to be paid or accrued by such
other Person during such period attributable to any such Indebtedness; less (b)
to the extent included in (a) above, amortization or write-off of deferred
financing costs of such Person and its Restricted Subsidiaries during such
period; in the case of both (a) and (b) above, after elimination of intercompany
accounts among such Person and its Restricted Subsidiaries and as determined in
accordance with GAAP.

     "CONSOLIDATED NET INCOME" of any Person means, for any period, the
aggregate net income (or net loss, as the case may be) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; PROVIDED that there shall be excluded therefrom, without
duplication, (a) items classified as extraordinary gains or losses net of taxes
(less all fees and expenses relating thereto); (b) any gain or loss net of taxes
(less all fees and expenses relating thereto), realized on the sale or other
disposition of Property, including the Capital Stock of any other Person (but in
no event shall this clause (b) apply to any gains or losses on the sale in the
ordinary course of business of oil, gas or other hydrocarbons produced or
manufactured); (c) the net income of any Restricted Subsidiary of such specified
person to the extent the transfer to that Person of that income is restricted by
contract or otherwise, except for any cash dividends or cash distributions
actually paid by such Restricted Subsidiary to such Person during such period;
(d) the net income (or

                                       12
<Page>

loss) of any other Person in which such Person or any of its Restricted
Subsidiaries has an interest (which interest does not cause the net income of
such other Person to be consolidated with the net income of such Person in
accordance with GAAP or is an interest in a consolidated Unrestricted
Subsidiary), except to the extent of the amount of cash dividends or other cash
distributions actually paid to such Person or its consolidated Restricted
Subsidiaries by such other Person during such period; (e) for the purposes of
Section 4.04 only, the net income of any Person acquired by such Person or any
of its Restricted Subsidiaries in a pooling-of-interests transaction for any
period prior to the date of such acquisition; (f) any gain or loss, net of
taxes, realized on the termination of any employee pension benefit plan; (g) any
adjustments of a deferred tax liability or asset pursuant to Statement of
Financial Accounting Standards No. 109 which result from changes in enacted tax
laws or rates; (h) the cumulative effect of a change in accounting principles;
(i) any write-downs of non-current assets; PROVIDED that any ceiling limitation
write-downs under Commission guidelines shall be treated as capitalized costs,
as if such write-downs had not occurred; (j) any non-cash compensation expense
realized for grants of performance shares, stock options or stock awards to
officers, directors and employees of such Person or any of its Restricted
Subsidiaries; (k) any non-cash gains or losses related to Exchange Rate
Contracts and Oil and Gas Hedging Contracts, net of taxes; (l) any non-cash
gains or losses related to foreign currency exchange, net of taxes; and (m) any
expenses relating to the Forcenergy Merger, net of taxes.

     "CONSOLIDATED NET WORTH" of any Person means the stockholders' equity of
such Person and its Restricted Subsidiaries, as determined on a consolidated
basis in accordance with GAAP, less (to the extent included in stockholders'
equity) amounts attributable to Redeemable Stock of such Person or its
Restricted Subsidiaries.

     "CORPORATE TRUST OFFICE" means an office of the Trustee at which any
particular time its corporate trust business shall be administered, which office
is, as of the date of the Indenture, located at 225 Asylum Street, Hartford, CT
06103.

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

     "DEFINITIVE SECURITIES" means certificated Securities.

     "DOLLAR-DENOMINATED PRODUCTION PAYMENTS" means production payment
obligations recorded as liabilities in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "DOMESTIC RESTRICTED SUBSIDIARY" means a Restricted Subsidiary organized
under the laws of the United States of America, any State thereof or the
District of Columbia.

     "DOMESTIC SUBSIDIARY" means a Subsidiary organized under the laws of the
United States of America, any State thereof or the District of Columbia.

     "DTC" means The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depository institution hereinafter
appointed by the Company.

                                       13
<Page>

     "EBITDA" means, with respect to any Person for any period, an amount equal
to the Consolidated Net Income of such Person for such period, plus (a) the sum
of, to the extent reflected in the consolidated income statement of such Person
and its Restricted Subsidiaries for such period from which Consolidated Net
Income is determined and deducted in the determination of such Consolidated Net
Income, without duplication, (i) income tax expense (but excluding income tax
expense relating to sales or other dispositions of Property, including the
Capital Stock of any other Person, the gains from which are excluded in the
determination of such Consolidated Net Income), (ii) Consolidated Interest
Expense, (iii) depreciation and depletion expense, (iv) amortization expense and
(v) exploration expense (if applicable), and (vi) any other non-cash charges;
less (b) the sum of, to the extent reflected in the consolidated income
statement of such Person and its Restricted Subsidiaries for such period from
which Consolidated Net Income is determined and added in the determination of
such Consolidated Net Income, without duplication, income tax recovery
(excluding, however, income tax recovery relating to sales or other dispositions
of Property, including the Capital Stock of any other Person, the losses from
which are excluded in the determination of such Consolidated Net Income).

     "EQUITY OFFERING" means (a) a bona fide underwritten sale to the public of
common stock of the Company pursuant to a registration statement (other than a
Form S-8 or any other form relating to securities issuable under any employee
benefit plan of the Company) that is declared effective by the Commission or (b)
a bona fide sale of common stock for cash to The Anschutz Corporation, in either
case following the Issue Date.

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

     "EXCHANGE AND REGISTRATION RIGHTS AGREEMENT" means the Exchange and
Registration Rights Agreement dated the Issue Date among J. P. Morgan Securities
Inc., Salomon Smith Barney Inc., BMO Nesbitt Burns Corp., TD Securities (USA)
Inc. and the Company.

     "EXCHANGE SECURITIES" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

     "EXCHANGED PROPERTIES" means properties used or useful in the Oil and Gas
Business received by the Company or a Restricted Subsidiary in trade or as a
portion of the total consideration for other such properties or assets.

     "EXCHANGE RATE CONTRACT" means, with respect to any Person, any currency
swap agreements, forward exchange rate agreements, foreign currency futures or
options, exchange rate collar agreements, exchange rate insurance and other
agreements or arrangements, or any combination thereof, entered into by such
Person in the ordinary course of its business for the purpose of limiting or
managing exchange rate risks to which such Person is subject.

     "FAIR MARKET VALUE" means, with respect to any assets to be transferred
pursuant to any Asset Sale or Sale and Leaseback Transaction or any non-cash
consideration or property transferred or received by any Person, the fair market
value of such consideration or

                                       14
<Page>

other property as determined by (a) any officer of the Company if such fair
market value is less than $25,000,000 and (b) the Board of Directors of the
Company as evidenced by a certified resolution delivered to the Trustee if such
fair market value is equal to or in excess of $25,000,000.

     "FORCENERGY MERGER" means the transactions contemplated by the Agreement
and Plan of Merger, dated as of July 10, 2000, among the Company, Forest
Acquisition I Corporation, a Delaware corporation and Forcenergy Inc., a
Delaware corporation.

     "GAAP" means United States generally accepted accounting principles as in
effect on the date of this Indenture, unless stated otherwise.

     "GOVERNMENT OBLIGATIONS" means securities that are (a) direct obligations
of the United States of America or Canada for the timely payment of which the
full faith and credit of the United States of America or Canada is pledged or
(b) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America or Canada, the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America or Canada which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian, with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt; PROVIDED, HOWEVER, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
principal of or interest on the Government Obligation evidenced by such
depository receipt.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any Lien on the assets of such Person
securing obligations to pay Indebtedness of the primary obligor and any
obligation of such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase or payment of) any security for the payment of
such Indebtedness, (b) to purchase Property, securities or services for the
purpose of assuring the holder of such Indebtedness of the payment of such
Indebtedness or (c) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness (and "GUARANTEED",
"GUARANTEEING" and "GUARANTOR" shall have meanings correlative to the
foregoing); PROVIDED, HOWEVER, that a Guarantee by any Person shall not include
(i) endorsements by such Person for collection or deposit, in either case, in
the ordinary course of business or (ii) a contractual commitment by one Person
to invest in another Person for so long as such Investment is reasonably
expected to constitute a Permitted Investment under clause (b) of the definition
of Permitted Investments.

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

                                       15
<Page>

     "INCUR" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
Guarantee or become liable in respect of such Indebtedness or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such
Indebtedness or obligation on the balance sheet of such Person (and
"INCURRENCE", "INCURRED" and "INCURRING" shall have meanings correlative to the
foregoing); PROVIDED, HOWEVER, that (a) change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Indebtedness, becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness. For purposes of this definition, Indebtedness
of the Company held by a Restricted Subsidiary or Indebtedness of a Restricted
Subsidiary held by another Restricted Subsidiary shall be deemed to be Incurred
by the issuer of such Indebtedness in the event the Restricted Subsidiary
holding such Indebtedness ceases to be a Restricted Subsidiary or in the event
such Indebtedness is transferred to a Person other than the Company or a
Restricted Subsidiary. For purposes of this definition, any non-interest bearing
or other Indebtedness shall be deemed to have been Incurred (in an amount equal
to its aggregate principal amount at its Stated Maturity) only on the date of
original issue thereof.

     "INDEBTEDNESS" means at any time (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
and whether or not contingent, (a) any obligation of such Person for borrowed
money, (b) any obligation of such Person evidenced by bonds, debentures, notes,
Guarantees or other similar instruments, including any such obligations Incurred
in connection with the acquisition of Property, assets or businesses, (c) any
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person, (d) any obligation of such Person issued or assumed as the deferred
purchase price of Property or services (other than Trade Accounts Payable), (e)
any Capital Lease Obligation of such Person, (f) the maximum fixed redemption or
repurchase price of Redeemable Stock of such Person at the time of
determination, (g) any payment obligation of such Person under Exchange Rate
Contracts, Interest Rate Protection Agreements, Oil and Gas Hedging Contracts or
under any similar agreements or instruments, (h) any obligation to pay rent or
other payment amounts of such Person with respect to any Sale and Leaseback
Transaction to which such Person is a party and (i) any obligation of the type
referred to in clauses (a) through (h) of this paragraph of another Person and
all dividends of another Person the payment of which, in either case, such
Person has Guaranteed or is responsible or liable, directly or indirectly, as
obligor, Guarantor or otherwise; PROVIDED, HOWEVER, that Indebtedness shall not
include Production Payments and Reserve Sales. For purposes of this definition,
the maximum fixed repurchase price of any Redeemable Stock that does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Redeemable Stock as if such Redeemable Stock were repurchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture; PROVIDED, HOWEVER, that if such Redeemable Stock is not then
permitted to be repurchased, the repurchase price shall be the book value of
such Redeemable Stock. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and the maximum liability at such date in respect of any
contingent obligations described above.

     "INDENTURE" means this Indenture as amended or supplemented from time to
time.

                                       16
<Page>

     "INITIAL SECURITIES" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

     "INTEREST RATE PROTECTION AGREEMENT" means, with respect to any Person, any
interest rate swap agreement, forward rate agreement, interest rate cap or
collar agreement or other financial agreement or arrangement entered into by
such Person in the ordinary course of its business for the purpose of limiting
or managing interest rate risks to which such Person is subject.

     "INVESTMENT" means, with respect to any Person (a) any amount paid by such
Person, directly or indirectly, to any other Person for Capital Stock or other
Property of, or as a capital contribution to, any other Person or (b) any direct
or indirect loan or advance to any other Person (other than accounts receivable
of such Person arising in the ordinary course of business); PROVIDED, HOWEVER,
that Investments shall not include (i) in the case of clause (a) as used in the
definition of "Restricted Payments" only, any such amount paid through the
issuance of Capital Stock of the Company and (ii) in the case of clause (a) or
(b), extensions of trade credit on commercially reasonable terms in accordance
with normal trade practices and any increase in the equity ownership in any
Person resulting from retained earnings of such Person.

     "INVESTMENT GRADE RATING" means BBB- or above, in the case of S&P (or its
equivalent under any successor rating categories of S&P), Baa3 or above, in the
case of Moody's (or its equivalent under any successor rating categories of
Moody's) and the equivalent in respect of the rating categories of any Rating
Agencies substituted for S&P or Moody's.

     "ISSUE DATE" means the date on which the Initial Securities were issued
under this Indenture.

     "LIEN" means, with respect to any Property, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, lien
(statutory or other), charge, easement, encumbrance, preference, priority or
other security or similar agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any conditional
sale or other title retention agreement having substantially the same economic
effect as any of the foregoing). For purposes of Section 4.10, a Capital Lease
Obligation shall be deemed to be secured by a Lien on the property being leased.

     "LIQUID SECURITIES" means securities (a) of an issuer that is not an
Affiliate of the Company, (b) that are publicly traded on the New York Stock
Exchange, the American Stock Exchange, the Toronto Stock Exchange or the Nasdaq
National Market and (c) as to which the Company or the Restricted Subsidiary
holding such securities is not subject to any restrictions on sale or transfer
(including any volume restrictions under Rule 144 under the Securities Act or
any other restrictions imposed by the Securities Act) or as to which a
registration statement under the Securities Act covering the resale thereof is
in effect for as long as the securities are held; PROVIDED that securities
meeting the requirements of clauses (a), (b) and (c) above shall be treated as
Liquid Securities from the date of receipt thereof until and only until the
earlier of (i) the date on which such securities are sold or exchanged for cash
or Permitted Short Term Investments and (ii) 180 days following the date of
receipt of such securities. If such securities are not sold or exchanged for
cash or Permitted Short-Term

                                       17
<Page>

Investments within 180 days of receipt thereof, for purposes of determining
whether the transaction pursuant to which the Company or a Restricted Subsidiary
received the securities was in compliance with Section 4.06, such securities
shall be deemed not to have been Liquid Securities at any time.

     "MOODY'S" means Moody's Investor Service, Inc.

     "NET AVAILABLE CASH" from an Asset Sale means cash proceeds received
therefrom (including (a) any cash proceeds received by way of deferred payment
of principal pursuant to a note or installment receivable or otherwise, but only
as and when received and (b) the Fair Market Value of Liquid Securities and
Permitted Short-Term Investments, and excluding (i) any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the Property that is the subject of such Asset
Sale and (ii) except to the extent subsequently converted to cash, Liquid
Securities or Permitted Short-Term Investments within 240 days after such Asset
Sale, consideration constituting Exchanged Properties or consideration other
than as identified in the immediately preceding clauses (a) and (b)), in each
case net of (A) all legal, title and recording expenses, commissions and other
fees and expenses incurred, and all federal, state, foreign and local taxes
required to be paid or accrued as a liability under GAAP as a consequence of
such Asset Sale, (B) all payments made on any Indebtedness (but specifically
excluding Indebtedness of the Company and its Restricted Subsidiaries assumed in
connection with or in anticipation of such Asset Sale) which is secured by any
assets subject to such Asset Sale, in accordance with the terms of any Lien upon
such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Sale or by applicable law, be repaid out of the proceeds
from such Asset Sale; PROVIDED that such payments are made in a manner that
results in the permanent reduction in the balance of such Indebtedness and, if
applicable, a permanent reduction in any outstanding commitment for future
incurrences of Indebtedness thereunder, (C) all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Sale and (D) the deduction of appropriate
amounts to be provided by the seller as a reserve, in accordance with GAAP,
against any liabilities associated with the assets disposed of in such Asset
Sale and retained by the Company or any Restricted Subsidiary after such Asset
Sale; PROVIDED, HOWEVER, that if any consideration for an Asset Sale (which
would otherwise constitute Net Available Cash) is required to be held in escrow
pending determination of whether a purchase price adjustment will be made, such
consideration (or any portion thereof) shall become Net Available Cash only at
such time as it is released to the Company or any Restricted Subsidiary from
escrow.

     "NET WORKING CAPITAL" means (a) all current assets of the Company and its
Restricted Subsidiaries, less (b) all current liabilities of the Company and its
Restricted Subsidiaries, except current liabilities included in Indebtedness, in
each case as set forth in consolidated financial statements of the Company
prepared in accordance with GAAP.

     "NON-RECOURSE PURCHASE MONEY INDEBTEDNESS" means Indebtedness (other than
Capital Lease Obligations) of the Company or any Restricted Subsidiary Incurred
in connection with the acquisition by the Company or such Restricted Subsidiary
in the ordinary course of business of fixed assets used in the Oil and Gas
Business (including office buildings and other real property used by the Company
or such Restricted

                                       18
<Page>

Subsidiary in conducting its operations) with respect to which (a) the holders
of such Indebtedness agree that they will look solely to the fixed assets so
acquired which secure such Indebtedness, and neither the Company nor any
Restricted Subsidiary (i) is directly or indirectly liable for such Indebtedness
or (ii) provides credit support, including any undertaking, Guarantee, agreement
or instrument that would constitute Indebtedness (other than the grant of a Lien
on such acquired fixed assets), and (b) no default or event of default with
respect to such Indebtedness would cause, or permit (after notice or passage of
time or otherwise), any holder of any other Indebtedness of the Company or a
Restricted Subsidiary to declare a default or event of default on such other
Indebtedness or cause the payment, repurchase, redemption, defeasance or other
acquisition or retirement for value thereof to be accelerated or payable prior
to any scheduled principal payment, scheduled sinking fund payment or maturity.

     "NOTE REGISTER" means the register of Securities, maintained by the
Trustee, pursuant to SECTION 2.03.

     "OFFICER" means the Chairman, the President, the Chief Executive Officer,
the Chief Financial Officer, the Chief Accounting Officer or the Treasurer or
the Secretary of the Company.

     "OFFICERS' CERTIFICATE" means a certificate signed by two Officers at least
one of whom shall be the Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer or the Treasurer of the Company.

     "OIL AND GAS BUSINESS" means the business of exploiting, exploring for,
developing, acquiring, operating, producing, processing, gathering, marketing,
storing, selling, hedging, treating, swapping, refining and transporting
hydrocarbons and other related energy businesses.

     "OIL AND GAS HEDGING CONTRACT" means, with respect to any Person, any
agreement or arrangement, or any combination thereof, relating to oil and gas or
other hydrocarbon prices, transportation or basis costs or differentials or
other similar financial factors, that is customary in the Oil and Gas Business
and is entered into by such Person in the ordinary course of its business for
the purpose of limiting or managing risks associated with fluctuations in such
prices, costs, differentials or similar factors.

     "OIL AND GAS LIENS" means (a) Liens on any specific property or any
interest therein, construction thereon or improvement thereto to secure all or
any part of the costs incurred for surveying, exploration, drilling, extraction,
development, operation, production, construction, alteration, repair or
improvement of, in, under or on such property and the plugging and abandonment
of wells located thereon (it being understood that, in the case of oil and gas
producing properties, or any interest therein, costs incurred for "development"
shall include costs incurred for all facilities relating to such properties or
to projects, ventures or other arrangements of which such properties form a part
or which relate to such properties or interests); (b) Liens on an oil or gas
producing property to secure obligations Incurred or guarantees of obligations
Incurred in connection with or necessarily incidental to commitments for the
purchase or sale of, or the transportation or distribution of, the products
derived from such property; (c) Liens arising under partnership agreements, oil
and gas leases, overriding royalty agreements, net profits

                                       19
<Page>

agreements, production payment agreements, royalty trust agreements, incentive
compensation programs on terms that are reasonably customary in the Oil and Gas
Business for geologists, geophysicists and other providers of technical services
to the Company or a Restricted Subsidiary, master limited partnership
agreements, farm-out agreements, farm-in agreements, division orders, contracts
for the sale, purchase, exchange, transportation, gathering or processing of
oil, gas or other hydrocarbons, unitizations and pooling designations,
declarations, orders and agreements, development agreements, operating
agreements, production sales contracts, area of mutual interest agreements, gas
balancing or deferred production agreements, injection, repressuring and
recycling agreements, salt water or other disposal agreements, seismic or
geophysical permits or agreements, and other agreements which are customary in
the Oil and Gas Business; PROVIDED, HOWEVER, in all instances that such Liens
are limited to the assets that are the subject of the relevant agreement,
program, order or contract; (d) Liens arising in connection with Production
Payments and Reserve Sales; and (e) Liens on pipelines or pipeline facilities
that arise by operation of law.

     "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.

     "PARI PASSU INDEBTEDNESS" means any Indebtedness of the Company or a
Subsidiary Guarantor that is PARI PASSU in right of payment to the Securities or
a Subsidiary Guarantee, as applicable.

     "PARI PASSU OFFER" means an offer by the Company or a Subsidiary Guarantor
to purchase all or a portion of Pari Passu Indebtedness to the extent required
by the indenture or other agreement or instrument pursuant to which such Pari
Passu Indebtedness was issued.

     "PERMITTED BUSINESS INVESTMENTS" means Investments and expenditures made in
the ordinary course of, and of a nature that is or shall have become customary
in, the Oil and Gas Business as a means of actively engaging therein through
agreements, transactions, interests or arrangements which permit one to share
risks or costs, comply with regulatory requirements regarding local ownership or
satisfy other objectives customarily achieved through the conduct of Oil and Gas
Business jointly with third parties, including (a) ownership interests in oil
and gas properties or gathering, transportation, processing, storage or related
systems and (b) Investments and expenditures in the form of or pursuant to
operating agreements, processing agreements, farm-in agreements, farm-out
agreements, development agreements, area of mutual interest agreements,
unitization agreements, pooling arrangements, joint bidding agreements, service
contracts, joint venture agreements, partnership agreements (whether general or
limited), and other similar agreements (including for limited liability
companies) with third parties, excluding however, Investments in corporations
other than Restricted Subsidiaries.

     "PERMITTED HEDGING AGREEMENTS" means (a) Exchange Rate Contracts and Oil
and Gas Hedging Contracts and (b) Interest Rate Protection Agreements but only
to the extent that the stated aggregate notional amount thereunder does not
exceed 100% of the aggregate principal amount of the Indebtedness of the Company
or a Restricted Subsidiary

                                       20
<Page>

covered by such Interest Rate Protection Agreements at the time such agreements
were entered into.

     "PERMITTED INDEBTEDNESS" means any and all of the following: (i)
Indebtedness arising under this Indenture with respect to the Initial Securities
and any Subsidiary Guarantees relating thereto; (ii) Indebtedness under Bank
Credit Facilities; PROVIDED that the aggregate principal amount of all
Indebtedness under Bank Credit Facilities, together with all Indebtedness
Incurred pursuant to clause (x) of this paragraph in respect of Indebtedness
previously Incurred under Bank Credit Facilities, at any one time outstanding
does not exceed the greater of (a) $600,000,000, which amount shall be
permanently reduced by the amount of Net Available Cash from Asset Sales used to
permanently repay Indebtedness under Bank Credit Facilities and not subsequently
reinvested in Additional Assets or used to permanently reduce other Indebtedness
to the extent permitted pursuant to Section 4.06 and (b) an amount equal to the
sum of (1) $150,000,000 and (2) 25% of Adjusted Consolidated Net Tangible Assets
determined as of the date of the Incurrence of such Indebtedness; (iii)
Indebtedness to the Company or any Restricted Subsidiary by any of its
Restricted Subsidiaries or Indebtedness of the Company to any of its Restricted
Subsidiaries (but only so long as such Indebtedness is held by the Company or a
Restricted Subsidiary); (iv) Indebtedness in respect of bid, performance,
reimbursement or surety obligations issued by or for the account of the Company
or any Restricted Subsidiary in the ordinary course of business, including
Guarantees and letters of credit functioning as or supporting such bid,
performance, reimbursement or surety obligations (in each case other than for an
obligation for money borrowed); (v) Indebtedness under Permitted Hedging
Agreements; (vi) in-kind obligations relating to oil or gas balancing positions
arising in the ordinary course of business; (vii) Indebtedness outstanding on
the Issue Date not otherwise permitted in clauses (i) through (vi) above; (viii)
Non-recourse Purchase Money Indebtedness; (ix) Indebtedness not otherwise
permitted to be Incurred pursuant to this paragraph (excluding any Indebtedness
Incurred pursuant to clause (a) of the immediately preceding paragraph);
PROVIDED that the aggregate principal amount of all Indebtedness Incurred
pursuant to this clause (ix), together with all Indebtedness Incurred pursuant
to clause (x) of this paragraph in respect of Indebtedness previously Incurred
pursuant to this clause (ix), at any one time outstanding does not exceed
$75,000,000; (x) Indebtedness Incurred in exchange for, or the proceeds of which
are used to refinance, (a) Indebtedness referred to in clauses (i), (ii), (vii),
(viii) and (ix) of this paragraph (including Indebtedness previously Incurred
pursuant to this clause (x)) and (b) Indebtedness Incurred pursuant to clause
(a) of the immediately preceding paragraph; PROVIDED that, in the case of each
of the foregoing clauses (a) and (b), such Indebtedness is Permitted Refinancing
Indebtedness and; (xi) Indebtedness consisting of obligations in respect of
purchase price adjustments, indemnities or Guarantees of the same or similar
matters in connection with the acquisition or disposition of Property. For
purposes of determining compliance with Section 4.03: in the event that an item
of Indebtedness (including Indebtedness Incurred by the Company to banks or
other lenders) could be Incurred pursuant to more than one of the clauses in
this paragraph, the Company, in its sole discretion, will classify such item of
Indebtedness and only be required to include the amount and type of such
Indebtedness in (and to have Incurred such Indebtedness pursuant to) one of the
clauses in this paragraph; and an item of Indebtedness (including Indebtedness
Incurred by the Company to banks or other lenders) may for this purpose be
divided into more than one of the types of Indebtedness described in this
paragraph.

                                       21
<Page>

     "PERMITTED INVESTMENTS" means any and all of the following: (a) Permitted
Short-Term Investments; (b) Investments in property, plant and equipment used in
the ordinary course of business and Permitted Business Investments; (c)
Investments by any Restricted Subsidiary in the Company; (d) Investments by the
Company or any Restricted Subsidiary in any Restricted Subsidiary; (e)
Investments by the Company or any Restricted Subsidiary in (i) any Person that
will, upon the making of such Investment, become a Restricted Subsidiary or (ii)
any Person if as a result of such Investment such Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
Property to, the Company or a Restricted Subsidiary; (f) Investments in the form
of securities received from Asset Sales; PROVIDED that such Asset Sales are made
in compliance with Section 4.06; (g) Investments in negotiable instruments held
for collection; lease, utility and other similar deposits; and stock,
obligations or other securities received in settlement of debts (including under
any bankruptcy or other similar proceeding) owing to the Company or any of its
Restricted Subsidiaries as a result of foreclosure, perfection or enforcement of
any Liens or Indebtedness, in each of the foregoing cases in the ordinary course
of business of the Company or such Restricted Subsidiary; (h) relocation
allowances for, and advances and loans to, officers, directors and employees of
the Company or any of its Restricted Subsidiaries; PROVIDED such items do not
exceed in the aggregate $10,000,000 at any one time outstanding; (i) Investments
intended to promote the Company's strategic objectives in the Oil and Gas
Business in an aggregate amount not to exceed 10% of the Adjusted Consolidated
Net Tangible Assets (determined as of the date of the making of any such
Investment) at any one time outstanding (which Investments shall be deemed to be
no longer outstanding only upon the return of capital thereof); (j) Investments
made for the purpose of acquiring gas marketing contracts in an aggregate amount
not to exceed $25,000,000 at any one time outstanding; (k) Investments made
pursuant to Permitted Hedging Agreements of the Company and the Restricted
Subsidiaries; and (l) Investments pursuant to any agreement or obligation of the
Company or any of its Restricted Subsidiaries as in effect on the Issue Date
(other than Investments described in clauses (a) through (k) above).

     "PERMITTED LIENS" means any and all of the following: (a) Liens existing as
of the Issue Date; PROVIDED, HOWEVER, that in the event all the conditions
described under Section 4.15 shall have been satisfied and the Company and its
Restricted Subsidiaries shall no longer be subject to the provisions of this
Indenture terminated in accordance with such provision, liens securing
Indebtedness under the Bank Credit Facilities shall no longer be deemed to be
Permitted Liens by reason of this clause (a); (b) Liens securing the Initial
Securities, any Subsidiary Guarantees and other obligations arising under this
Indenture; (c) any Lien existing on any Property of a Person at the time such
Person is merged or consolidated with or into the Company or a Restricted
Subsidiary or becomes a Restricted Subsidiary (and not incurred in anticipation
of or in connection with such transaction); PROVIDED that such Liens are not
extended to other Property of the Company or its Restricted Subsidiaries; (d)
any Lien existing on any Property at the time of the acquisition thereof (and
not incurred in anticipation of or in connection with such transaction);
PROVIDED that such Liens are not extended to other Property of the Company or
its Restricted Subsidiaries; (e) any Lien incurred in the ordinary course of
business incidental to the conduct of the business of the Company or the
Restricted Subsidiaries or the ownership of their Property (including (i)
easements, rights of way and similar encumbrances, (ii) rights or title of
lessors under leases (other than Capital Lease Obligations), (iii) rights of
collecting banks having rights of setoff, revocation, refund or chargeback with
respect to money or instruments of the Company or the Restricted Subsidiaries

                                       22
<Page>

on deposit with or in the possession of such banks, (iv) Liens imposed by law,
including Liens under workers' compensation or similar legislation and
mechanics', carriers', warehousemen's, materialmen's, suppliers' and vendors'
Liens, (v) Liens incurred to secure performance of obligations with respect to
statutory or regulatory requirements, performance or return-of-money bonds,
surety bonds or other obligations of a like nature and incurred in a manner
consistent with industry practice and (vi) Oil and Gas Liens, in each case which
are not incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property
(other than Trade Accounts Payable); (f) Liens for taxes, assessments and
governmental charges not yet due or the validity of which are being contested in
good faith by appropriate proceedings, promptly instituted and diligently
conducted, and for which adequate reserves have been established to the extent
required by GAAP as in effect at such time; (g) Liens incurred to secure appeal
bonds and judgment and attachment Liens, in each case in connection with
litigation or legal proceedings that are being contested in good faith by
appropriate proceedings so long as reserves have been established to the extent
required by GAAP as in effect at such time and so long as such Liens do not
encumber assets by an aggregate amount (together with the amount of any unstayed
judgments against the Company or any Restricted Subsidiary but excluding any
such Liens to the extent securing insured or indemnified judgments or orders) in
excess of $25,000,000; (h) Liens securing Permitted Hedging Agreements of the
Company and its Restricted Subsidiaries; (i) Liens securing purchase money
Indebtedness or Capital Lease Obligations; PROVIDED that such Liens attach only
to the Property acquired with the proceeds of such purchase money Indebtedness
or the Property which is the subject of such Capital Lease Obligations; (j)
Liens securing Non-recourse Purchase Money Indebtedness granted in connection
with the acquisition by the Company or any Restricted Subsidiary in the ordinary
course of business of fixed assets used in the Oil and Gas Business (including
office buildings and other real property used by the Company or such Restricted
Subsidiary in conducting its operations); PROVIDED that (i) such Liens attach
only to the fixed assets acquired with the proceeds of such Non-recourse
Purchase Money Indebtedness and (b) such Non-recourse Purchase Money
Indebtedness is not in excess of the purchase price of such fixed assets; (k)
Liens resulting from the deposit of funds or evidences of Indebtedness in trust
for the purpose of decreasing or legally defeasing Indebtedness of the Company
or any Restricted Subsidiary so long as such deposit of funds is permitted under
Section 4.04; (l) Liens resulting from a pledge of Capital Stock of a Person
that is not a Restricted Subsidiary to secure obligations of such Person and any
refinancings thereof; (m) Liens to secure any permitted extension, renewal,
refinancing, refunding or exchange (or successive extensions, renewals,
refinancings, refundings or exchanges) in whole or in part, of or for any
Indebtedness secured by Liens referred to in clauses (a), (b), (c), (d), (i) and
(j) above; PROVIDED, HOWEVER, that (i) such new Lien shall be limited to all or
part of the same Property (including future improvements thereon and accessions
thereto) subject to the original Lien and (ii) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (A) the
outstanding principal amount or, if greater, the committed amount of the
Indebtedness secured by such original Lien immediately prior to such extension,
renewal, refinancing, refunding or exchange and (B) an amount necessary to pay
any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement; (n) Liens in favor of the Company
or a Restricted Subsidiary; and (o) Liens not otherwise permitted by clauses (a)
through (n) above incurred in the ordinary course of business of the Company and
its Restricted Subsidiaries and encumbering Property having an aggregate

                                       23
<Page>

Fair Market Value not in excess of $10,000,000 at any one time. Notwithstanding
anything in this paragraph to the contrary, the term "Permitted Liens" shall not
include Liens resulting from the creation, incurrence, issuance, assumption or
Guarantee of any Production Payments and Reserve Sales other than (i) any such
Liens existing as of the Issue Date, (ii) Production Payments and Reserve Sales
in connection with the acquisition of any Property after the Issue Date;
PROVIDED that any such Lien created in connection therewith is created,
incurred, issued, assumed or Guaranteed in connection with the financing of, and
within 60 days after the acquisition of, such Property (iii) Production Payments
and Reserve Sales, other than those described in clauses (i) and (ii) of this
sentence, to the extent such Production Payments and Reserve Sales constitute
Asset Sales made pursuant to and in compliance with Section 4.06 and (iv)
incentive compensation programs for geologists, geophysicists and other
providers of technical services to the Company and any Restricted Subsidiary;
PROVIDED, HOWEVER, that, in the case of the immediately foregoing clauses (i),
(ii), (iii) and (iv), any Lien created in connection with any such Production
Payments and Reserve Sales shall be limited to the Property that is the subject
of such Production Payments and Reserve Sales.

     "PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness ("new
Indebtedness") Incurred in exchange for, or proceeds of which are used to
refinance, other Indebtedness ("old Indebtedness"); PROVIDED, HOWEVER, that (a)
such new Indebtedness is in an aggregate principal amount not in excess of the
sum of (i) the aggregate principal amount then outstanding of the old
Indebtedness (or, if such old Indebtedness provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration thereof, such lesser amount as of the date of determination), and
(ii) an amount necessary to pay any fees and expenses, including premiums,
related to such exchange or refinancing, (b) such new Indebtedness has a Stated
Maturity no earlier than the Stated Maturity of the old Indebtedness, (c) such
new Indebtedness has an Average Life at the time such new Indebtedness is
Incurred that is equal to or greater than the Average Life of the old
Indebtedness at such time, (d) such new Indebtedness is subordinated in right of
payment to the Securities (or, if applicable, the relevant Subsidiary Guarantee)
to at least the same extent, if any, as the old Indebtedness, (e) if such old
Indebtedness is Non-recourse Purchase Money Indebtedness or Indebtedness that
refinanced Non-recourse Purchase Money Indebtedness, such new Indebtedness
satisfies clauses (a) and (b) of the definition of "Non-recourse Purchase Money
Indebtedness" and (f) such new Indebtedness is not incurred by a Restricted
Subsidiary which thereafter will not be a Subsidiary Guarantor to refinance old
Indebtedness of the Company or a Subsidiary Guarantor.

     "PERMITTED SHORT-TERM INVESTMENTS" means (a) Investments in Government
Obligations maturing within one year of the date of acquisition thereof; (b)
Investments in demand accounts, time deposit accounts, certificates of deposit,
bankers' acceptances and money market deposits maturing within one year of the
date of acquisition thereof issued by a bank or trust company which is organized
under the laws of the United States of America or any State thereof or the
District of Columbia or Canada or any Province thereof that is a member of the
Federal Reserve System or comparable Canadian system and has capital, surplus
and undivided profits aggregating in excess of $500,000,000 and whose long-term
Indebtedness is rated "A" (or such similar equivalent rating), or higher,
according to Moody's or Dominion Bond Rating Service Limited or Canadian Bond
Rating Service, Inc.; (c) Investments in deposits available for withdrawal on
demand with any commercial bank that is organized under the laws of any country
in which the Company or any Restricted Subsidiary maintains an

                                       24
<Page>

office or is engaged in the Oil and Gas Business; PROVIDED that (i) all such
deposits have been made in such accounts in the ordinary course of business and
(ii) such deposits do not at any one time exceed $20,000,000 in the aggregate,
(d) repurchase and reverse repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clause (a)
entered into with a bank meeting the qualifications described in clause (b), (e)
Investments in commercial paper or notes, maturing not more than one year after
the date of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America or any State thereof or the District of Columbia, or Canada or any
Province thereof, with a short-term rating at the time as of which any
Investment therein is made of "P-1" (or higher) according to Moody's or "A-1"
(or higher) according to S&P or "R-1" (or higher) by Dominion Bond Rating
Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian
issuer) or a long-term rating at the time as of which any Investment therein is
made of "A3" (or higher) according to Moody's or "A-" (or higher) according to
S&P or such similar equivalent rating (or higher) by Dominion Bond Rating
Service Limited or Canadian Bond Rating Service, Inc. (in the case of a Canadian
issuer), (f) Investments in any money market mutual fund having assets in excess
of $250,000,000 all of which consist of other obligations of the types described
in clauses (a), (b), (d) and (e) hereof and (g) Investments in asset-backed
securities maturing within one year of the date of acquisition thereof with a
long-term rating at the time as of which any Investment therein is made of "A3"
(or higher) according to Moody's or "A-1" (or higher) according to S&P or such
similar equivalent rating (or higher) by Dominion Bond Rating Service Limited or
Canadian Bond Rating Service, Inc. (in the case of a Canadian issuer).

     "PERSON" means any individual, corporation, partnership, joint venture,
limited liability company, unlimited liability company, trust, estate,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PREFERRED STOCK" of any Person means Capital Stock of such Person of any
class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of Capital
Stock of any other class of such Person; PROVIDED, HOWEVER, that "Preferred
Stock" shall not include Redeemable Stock.

     "PRINCIPAL" of any Indebtedness (including the Securities) means the
principal amount of such Indebtedness plus any premium on such Indebtedness.

     "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in the
Exchange and Registration Rights Agreement or a similar agreement relating to
Additional Securities.

     "PRODUCTION PAYMENTS AND RESERVE SALES" means the grant or transfer by the
Company or a Restricted Subsidiary to any Person of a royalty, overriding
royalty, net profits interest, production payment (whether volumetric or dollar
denominated), partnership or other interest in oil and gas properties, reserves
or the right to receive all or a portion of the production or the proceeds from
the sale of production attributable to such properties where the holder of such
interest has recourse solely to such production or proceeds of production,
subject to the obligation of the grantor or transferor to operate and maintain,
or cause

                                       25
<Page>

the subject interests to be operated and maintained, in a reasonably prudent
manner or other customary standard or subject to the obligation of the grantor
or transferor to indemnify for environmental, title or other matters customary
in the Oil and Gas Business, including any such grants or transfers pursuant to
incentive compensation programs on terms that are reasonably customary in the
Oil and Gas Business for geologists, geophysicists or other providers of
technical services to the Company or a Restricted Subsidiary.

     "PROPERTY" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock and other securities issued by any other
Person (but excluding Capital Stock or other securities issued by such first
mentioned Person).

     "QIB" means any "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act).

     "RATING AGENCIES" means (a) S&P and Moody's or (b) if S&P or Moody's or
both of them are not making ratings of the Securities publicly available, a
nationally recognized U.S. rating agency or agencies, as the case may be,
selected by the Company, which will be substituted for S&P or Moody's or both,
as the case may be.

     "REDEEMABLE STOCK" of any Person means any equity security of such Person
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or otherwise (including on the happening of an
event), is or could become required to be redeemed for cash or other Property or
is or could become redeemable for cash or other Property at the option of the
holder thereof, in whole or in part, on or prior to the first anniversary of the
Stated Maturity of the Securities; or is or could become exchangeable at the
option of the holder thereof for Indebtedness at any time in whole or in part,
on or prior to the first anniversary of the Stated Maturity of the Securities;
PROVIDED, HOWEVER, that Redeemable Stock shall not include any security by
virtue of the fact that it may be exchanged or converted at the option of the
holder for Capital Stock of the Company having no preference as to dividends or
liquidation over any other Capital Stock of the Company.

     "RESTRICTED PAYMENT" means (a) a dividend or other distribution declared or
paid on the Capital Stock or Redeemable Stock of the Company or to the Company's
shareholders (other than dividends, distributions or payments made solely in
Capital Stock of the Company or in options, warrants or other rights to purchase
or acquire Capital Stock), or declared and paid to any Person other than the
Company or any of its Restricted Subsidiaries (and, if such Restricted
Subsidiary is not a Wholly Owned Subsidiary, to the other shareholders of such
Restricted Subsidiary on a pro rata basis) on the Capital Stock or Redeemable
Stock of any Restricted Subsidiary, (b) a payment made by the Company or any of
its Restricted Subsidiaries (other than to the Company or any Restricted
Subsidiary) to purchase, redeem, acquire or retire any Capital Stock or
Redeemable Stock, or any options, warrants or other rights to acquire Capital
Stock or Redeemable Stock, of the Company or of a Restricted Subsidiary, (c) a
payment made by the Company or any of its Restricted Subsidiaries to redeem,
repurchase, legally defease or otherwise acquire or retire for value (including
pursuant to mandatory repurchase covenants), prior to any scheduled maturity,
scheduled sinking fund or scheduled mandatory redemption, any Subordinated
Indebtedness, PROVIDED that this clause (c) shall not

                                       26
<Page>

include any such payment with respect to (i) any such Subordinated Indebtedness
to the extent of Excess Proceeds remaining after compliance with Section 4.06
and to the extent required by the indenture or other agreement or instrument
pursuant to which such Subordinated Indebtedness was issued or (ii) the
purchase, repurchase or other acquisition of any such Subordinated Indebtedness
purchased in anticipation of satisfying a scheduled maturity, scheduled sinking
fund or scheduled mandatory redemption, in each case due within one year of the
date of acquisition, or (d) an Investment (other than a Permitted Investment) by
the Company or a Restricted Subsidiary in any Person.

     "RESTRICTED PERIOD" means the 40 consecutive days beginning on and
including the later of (A) the day on which the Initial Securities are offered
to persons other than distributors (as defined in Regulation S under the
Securities Act) and (B) the Issue Date.

     "RESTRICTED SECURITIES LEGEND" means the Private Placement Legend set forth
in clause (A) of Section 2.01(c) or the Regulation S Legend set forth in clause
(B) of Section 2.01(c), as applicable.

     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that has not
been designated an Unrestricted Subsidiary pursuant to Section 4.15.

     "S&P" means Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc., and its successors.

     "SALE AND LEASEBACK TRANSACTION" means, with respect to any Person, any
direct or indirect arrangement (excluding, however, any such arrangement between
such Person and a Wholly Owned Subsidiary of such Person or between one or more
Wholly Owned Subsidiaries of such Person) pursuant to which Property is sold or
transferred by such Person or a Restricted Subsidiary of such Person and is
thereafter leased back from the purchaser or transferee thereof by such Person
or one of its Restricted Subsidiaries.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES" means the collective reference to the Initial Securities,
Additional Securities, Exchange Securities and Private Exchange Securities.

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

     "SECURITIES CUSTODIAN" means the custodian with respect to the Global
Security (as appointed by DTC), or any successor Person thereto and shall
initially be the Trustee.

     "SENIOR INDEBTEDNESS OF THE COMPANY" means the obligations of the Company
with respect to Indebtedness of the Company, whether outstanding on the date
hereof or thereafter created, Incurred or assumed, and any renewal, refunding,
refinancing, replacement or extension thereof, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities;
PROVIDED, HOWEVER, that Senior Indebtedness of the Company shall not include (a)
Indebtedness of the Company to a

                                       27
<Page>

Subsidiary of the Company, (b) amounts owed for goods, materials or services
purchased in the ordinary course of business, (c) Indebtedness Incurred in
violation of this Indenture, (d) amounts payable or any other Indebtedness to
employees of the Company or any Subsidiary of the Company, (e) any liability for
federal, state, local or other taxes owed or owing by the Company, (f) any
Indebtedness of the Company that, when Incurred and without regard to any
election under Section 1111(b) of the United States Bankruptcy Code, was without
recourse to the Company, (g) Subordinated Indebtedness of the Company, (h)
Indebtedness of the Company that is represented by Redeemable Stock and (i)
in-kind obligations relating to net oil and gas balancing positions.

     "SENIOR INDEBTEDNESS OF ANY SUBSIDIARY GUARANTOR" has a correlative
meaning; PROVIDED that clause (a) above shall be deemed to refer to Indebtedness
of any Subsidiary Guarantor to the Company or any Subsidiary of the Company.

     "SIGNIFICANT SUBSIDIARY" means, at any date of determination, any
Restricted Subsidiary that would be a "Significant Subsidiary" of the Company
within the meaning of Rule 1-02 under Regulation S-X promulgated by the
Commission.

     "STATED MATURITY", when used with respect to any security or any
installment of principal thereof or interest thereon, means the date specified
in such security as the fixed date on which the principal of such security or
such installment of principal or interest is due and payable, including pursuant
to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

     "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or a
Subsidiary Guarantor that is subordinated or junior in right of payment to the
Securities or the relevant Subsidiary Guarantee, as applicable, pursuant to a
written agreement to that effect.

     "SUBSIDIARY" of a Person means (a) another Person which is a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned or
controlled by (i) the first Person, (ii) the first Person and one or more of its
Subsidiaries or (iii) one or more of the first Person's Subsidiaries or (b)
another Person which is not a corporation (x) at least 50% of the ownership
interest of which and (y) the power to elect or direct the election of a
majority of the directors or other governing body of which are controlled by
Persons referred to in clause (i), (ii) or (iii) above.

     "SUBSIDIARY GUARANTOR" means, unless released from its Subsidiary Guarantee
as permitted by this Indenture, any Restricted Subsidiary that becomes a
Guarantor of the Securities in compliance with the provisions of this Indenture
and executes a supplemental indenture agreeing to be bound by the terms of this
Indenture, until a successor replaces such Restricted Subsidiary pursuant to the
applicable provisions hereof and, thereafter, means the successor.

     "SUBSIDIARY GUARANTEE" means an unconditional, unsecured senior Guarantee
of Securities given by any Restricted Subsidiary pursuant to the terms of this
Indenture.

                                       28
<Page>

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of this Indenture except as required by
Section 9.03 hereof; PROVIDED that in the event the Trust Indenture Act of 1939
is amended after such date, "TRUST INDENTURE ACT" means, to the extent required
by any such amendment, the Trust Indenture Act of 1939, as so amended.

     "TRADE ACCOUNTS PAYABLE" means accounts payable or other obligations of the
Company or any Restricted Subsidiary to trade creditors created or assumed by
the Company or such Restricted Subsidiary in the ordinary course of business in
connection with the obtaining of goods or services.

     "TRUSTEE" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor.

     "TRUST OFFICER" means any officer in the Corporate Trust Division of the
Trustee or any other officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

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

     "UNRESTRICTED SUBSIDIARY" means (a) and each Subsidiary of the Company that
the Company has designated pursuant to Section 4.15 as an Unrestricted
Subsidiary; and (b) any Subsidiary of an Unrestricted Subsidiary.

     "VOLUMETRIC PRODUCTION PAYMENTS" means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "VOTING STOCK" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

     "WHOLLY OWNED SUBSIDIARY" means, at any time, a Restricted Subsidiary of
the Company all the Voting Stock of which (other than directors' qualifying
shares) is at such time owned, directly or indirectly, by the Company and its
other Wholly Owned Subsidiaries.

     SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
                              TERM                                    DEFINED IN SECTION
                              ----                                    ------------------
<S>                                                                   <C>
         "Authenticating Agent"                                               2.02
         "Bankruptcy Law"                                                     6.01
         "Change of Control Offer"                                            4.09
         "Change of Control Payment"                                          4.09
         "Change of Control Payment Date"                                     4.09
         "Claiming Guarantor"                                                10.02
</Table>

                                       29
<Page>

<Table>
<S>                                                                   <C>
         "Company Order"                                                      2.02
         "Contributing Party"                                                10.02
         "covenant defeasance option"                                         8.01(b)
         "Custodian"                                                          6.01
         "Event of Default"                                                   6.01
         "Excess Proceeds"                                                    4.06
         "Exchange Global Note"                                               2.01(a)
         "Global Securities"                                                  2.01(a)
         "IAI"                                                                2.01(a)
         "Institutional Accredited Investor Global Note"                      2.01(a)
         "Global Security"                                                    2.01(a)
         "legal defeasance option"                                            8.01(b)
         "Legal Holiday"                                                     11.08
         "Obligations"                                                       10.01
         "Offer Amount"                                                       4.06
         "Offer Period"                                                       4.06
         "pay its Subsidiary Guarantee"                                      12.03
         "pay the Securities"                                                10.03
         "Paying Agent"                                                       2.03
         "Permitted Consideration"                                            4.06
         "Prepayment Offer"                                                   4.06
         "Prepayment Offer Notice"                                            4.06
         "Private Placement Legend"                                           2.01(c)
         Purchase Date                                                        4.06
         "Registrar"                                                          2.04
         "Registration Default"                                                          Exhibit A
         "Regulation S"                                                       2.01(a)
         "Regulation S Global Note"                                           2.01(a)
         "Regulation S Legend"                                                2.01(c)
         "Resale Restriction Termination Date"                                2.06
         "Rule 144A"                                                          2.01(a)
         "Rule 144A Global Note"                                              2.01(a)
         "Successor Company"                                                  5.01
</Table>

     SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities.

     "indenture security holder" means a Securityholder.

                                       30
<Page>

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company, each Subsidiary
Guarantor and any other obligor on the indenture securities.

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

     SECTION 1.04. RULES OF CONSTRUCTION. Unless the context otherwise requires:

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

          (b)  an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (c)  "or" is not exclusive;

          (d)  "including" means including without limitation;

          (e)  words in the singular include the plural and words in the plural
     include the singular;

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

          (g)  the principal amount of any noninterest bearing or other discount
     security at any date shall be the principal amount thereof that would be
     shown on a balance sheet of the issuer dated such date prepared in
     accordance with GAAP; and

          (h)  the principal amount of any Preferred Stock shall be the greater
     of (i) the maximum liquidation value of such Preferred Stock or (ii) the
     maximum mandatory redemption or mandatory repurchase price with respect to
     such Preferred Stock.

                                   ARTICLE II
                                 THE SECURITIES

     SECTION 2.01. FORM, DATING AND TERMS. (a) The Initial Securities and the
Additional Securities shall be in substantially the form set forth in EXHIBIT A
hereto, which is hereby incorporated by reference and made a part of this
Indenture, and the Exchange Securities shall be in substantially the form set
forth in EXHIBIT B hereto, which is hereby incorporated by reference and made a
part of this Indenture. The Initial Securities will be resold initially only to
(A) QIBs in reliance on Rule 144A under the Securities Act ("RULE 144A") and (B)
Persons other than U.S. Persons (as defined in Regulation S under the Securities
Act ("REGULATION S")) in

                                       31
<Page>

reliance on Regulation S. Such Initial Securities may thereafter be transferred
to among others, QIBs, purchasers in reliance on Regulation S and "institutional
accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the
Securities Act) who are not QIBs ("IAIs") in accordance with the procedure
described herein.

     Initial Securities and Additional Securities offered and sold to QIBs in
the United States of America in reliance on Rule 144A will be issued initially
in the form of a permanent global Security, without interest coupons, made a
part of this Indenture, including appropriate legends as set forth in SECTION
2.01(c) (a "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian
for DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. A Rule 144A Global Note may be represented by more than
one certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of a Rule 144A Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

     Initial Securities and Additional Securities offered, sold and resold
outside the United States of America to Persons other than U.S. Persons in
reliance on Regulation S will be issued initially in the form of a permanent
global Security, including appropriate legends as set forth in 2.01(c) below (a
"REGULATION S GLOBAL NOTE") deposited with the Trustee, as custodian for DTC,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. A Regulation S Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of a Regulation S Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

     Initial Securities or Additional Securities resold after an initial resale
thereof to QIBs in reliance on Rule 144A or an initial resale thereof in
reliance on Regulation S to IAIs in the United States of America in accordance
with the procedure described herein will be initially issued in the form of a
permanent global Security (an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE")
deposited with the Trustee, as custodian for DTC, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. An Institutional
Accredited Investor Global Note may be represented by more that one certificate,
if so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of an
Institutional Accredited Investor Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.

     Exchange Securities exchanged for interests in a Rule 144A Global Note, a
Regulation S Global Note or an Institutional Accredited Investor Global Note
will be issued initially in the form of a permanent global Security, deposited
with the Trustee as hereinafter provided, including the appropriate legend set
forth in SECTION 2.01(c) (an "EXCHANGE GLOBAL NOTE"). An Exchange Global Note
may be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate.

                                       32
<Page>

     The Rule 144A Global Notes, the Regulation S Global Notes, the
Institutional Investor Global Notes and the Exchange Global Notes are sometimes
collectively herein referred to as the "GLOBAL SECURITIES."

     Except as described in the succeeding two sentences, the principal of (and
premium, if any) and interest on the Securities shall be payable at the office
or agency of the Company maintained for such purpose in The City of New York, or
at such other office or agency of the Company as may be maintained for such
purpose pursuant to SECTION 2.03; provided, however, that, at the option of the
Company, each installment of interest may be paid by (i) check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Note Register or (ii) wire transfer to an account located in the United States
maintained by the payee. Payments in respect of Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by DTC.
Payments in respect of Securities represented by DEFINITIVE SECURITIES
(including principal, premium, if any, and interest) held by a Holder of at
least $1,000,000 aggregate principal amount of Securities represented by
DEFINITIVE SECURITIES will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

     The Private Exchange Securities shall be in the form of Exhibit A. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage, in
addition to those set forth on Exhibits A and B and in Section 2.01(c) PROVIDED
that any such notation, legend or endorsement is in a form reasonably acceptable
to the Company. The Company and the Trustee shall approve the forms of the
Securities and any notation, endorsement or legend on them. Each Security shall
be dated the date of its authentication. The terms of the Securities set forth
in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to be bound by such terms.

     (b)  DENOMINATIONS. The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

     (c)  RESTRICTIVE LEGENDS. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture:

          (i)  Each Rule 144A Global Note and Institutional Accredited Investor
     Global Note shall bear the following legend (the "PRIVATE PLACEMENT
     LEGEND") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
     OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION

                                       33
<Page>

     HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
     OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH
     TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
     BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
     SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
     THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS
     AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
     WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
     SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B)
     PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
     THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
     S UNDER THE SECURITIES ACT, PROVIDED THAT PRIOR TO SUCH TRANSFER, THE
     TRANSFEROR FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE
     CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE PROPOSED TRANSFER BEING
     EFFECTED PURSUANT TO AND IN ACCORDANCE WITH REGULATION S (THE FORM OF WHICH
     CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), (E) TO AN INSTITUTIONAL
     "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
     UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
     ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
     INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
     AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES FOR INVESTMENT PURPOSES
     AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
     DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH
     TRANSFER, FURNISHES TO THE COMPANY AND THE TRUSTEE A CERTIFICATE CONTAINING
     CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
     TRANSFER OF THIS SECURITY (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED
     FROM THE TRUSTEE), OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT

                                       34
<Page>

     TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
     TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN
     OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
     EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
     AFTER THE RESALE RESTRICTION TERMINATION DATE."

          (ii) Each Regulation S Global Note shall bear the following legend
     (the "REGULATION S LEGEND") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
     OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
     BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S.
     PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
     ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
     REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
     ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
     SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
     THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
     LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
     OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
     THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
     DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
     SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
     PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
     INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
     IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
     OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, PROVIDED THAT
     PRIOR TO SUCH TRANSFER, THE TRANSFEROR FURNISHES TO THE COMPANY AND THE
     TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS RELATING TO THE
     PROPOSED TRANSFER BEING EFFECTED PURSUANT TO AND IN ACCORDANCE WITH
     REGULATION S (THE FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE
     TRUSTEE), (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
     RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
     THE SECURITY FOR ITS OWN

                                       35
<Page>

     ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
     IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
     SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
     FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, AND THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY
     AND THE TRUSTEE A CERTIFICATE CONTAINING CERTAIN REPRESENTATIONS AND
     AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE
     FORM OF WHICH CERTIFICATE CAN BE OBTAINED FROM THE TRUSTEE), OR (F)
     PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
     TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
     CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
     CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN
     THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
     THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED
     AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE
     DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
     (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE
     ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
     "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
     REGULATION S UNDER THE SECURITIES ACT."

          (iii) The Global Securities, shall bear the following legend on the
     face thereof:

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

                                       36
<Page>

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
     BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
     BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
     IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

     (d)  BOOK-ENTRY PROVISIONS.

          (i)  This Section 2.01(d) shall apply only to Global Securities
     deposited with the Trustee, as custodian for DTC.

          (ii) Each Global Security initially shall (x) be registered in the
     name of DTC for such Global Security or the nominee of DTC, (y) be
     delivered to the Trustee as custodian for DTC and (z) bear legends as set
     forth in Section 2.01(c).

          (iii) Members of, or participants in, DTC ("Agent Members") shall have
     no rights under this Indenture with respect to any Global Security held on
     their behalf by DTC or by the Trustee as the custodian of DTC or under such
     Global Security, and DTC may be treated by the Company, the Trustee and any
     agent of the Company or the Trustee as the absolute owner of such Global
     Security for all purposes whatsoever. Notwithstanding the foregoing,
     nothing herein shall prevent the Company, the Trustee or any agent of the
     Company or the Trustee from giving effect to any written certification,
     proxy or other authorization furnished by DTC or impair, as between DTC and
     its Agent Members, the operation of customary practices of DTC governing
     the exercise of the rights of a Holder of a beneficial interest in any
     Global Security.

          (iv) In connection with any transfer of a portion of the beneficial
     interest in a Global Security pursuant to subsection (e) of this Section to
     beneficial owners who are required to hold Definitive Securities, the
     Securities Custodian shall reflect on its books and records the date and a
     decrease in the principal amount of such Global Security in an amount equal
     to the principal amount of the beneficial interest in the Global Security
     to be transferred, and the Company shall execute, and the Trustee shall
     authenticate and deliver, one or more Definitive Securities of like tenor
     and amount.

          (v)  In connection with the transfer of an entire Global Security to
     beneficial owners pursuant to subsection (e) of this Section, such Global
     Security shall be deemed to be surrendered to the Trustee for cancellation,
     and the Company shall execute, and the Trustee shall authenticate and
     deliver, to each beneficial owner identified by DTC in exchange for its
     beneficial interest in such Global Security, an equal aggregate principal
     amount of Definitive Securities of authorized denominations.

          (vi) The registered Holder of a Global Security may grant proxies and
     otherwise authorize any person, including Agent Members and persons that
     may hold interests through Agent Members, to take any action which a Holder
     is entitled to take under this Indenture or the Securities.

                                       37
<Page>

     (e)  DEFINITIVE SECURITIES.

          (i)  Except as provided below, owners of beneficial interests in
     Global Securities will not be entitled to receive Definitive Securities. If
     required to do so pursuant to any applicable law or regulation, beneficial
     owners may obtain Definitive Securities in exchange for their beneficial
     interests in a Global Security upon written request in accordance with
     DTC's and the Registrar's procedures. In addition, Definitive Securities
     shall be transferred to all beneficial owners in exchange for their
     beneficial interests in a Global Security if (a) DTC notifies the Company
     that it is unwilling or unable to continue as depositary for such Global
     Security or DTC ceases to be a clearing agency registered under the
     Exchange Act, at a time when DTC is required to be so registered in order
     to act as depositary, and in each case a successor depositary is not
     appointed by the Company within 90 days of such notice or, (b) the Company
     executes and delivers to the Trustee and Registrar an Officers' Certificate
     stating that such Global Security shall be so exchangeable.

          (ii) Any Definitive Security delivered in exchange for an interest in
     a Global Security pursuant to SECTION 2.01(d)(iv) OR (v) shall, except as
     otherwise provided by SECTION 2.06(c), bear the applicable legend regarding
     transfer restrictions applicable to the Definitive Security set forth in
     SECTION 2.01(c).

          (iii) In connection with the exchange of a portion of a Definitive
     Security for a beneficial interest in a Global Security, the Trustee shall
     cancel such Definitive Security, and the Company shall execute, and the
     Trustee shall authenticate and deliver, to the transferring Holder a new
     Definitive Security representing the principal amount not so transferred.

     Any Definitive Security delivered in exchange for an interest in a Global
Security pursuant to Section 2.1(d)(iv) or (v) shall, except as otherwise
provided by Section 2.06(c), bear the applicable legend regarding transfer
restrictions applicable to the Definitive Security set forth in Section 2.01(c).

     In connection with the exchange of a portion of a Definitive Security for a
beneficial interest in a Global Security, the Trustee shall cancel such
Definitive Security, and the Company shall execute, and the Trustee shall
authenticate and deliver, to the transferring Holder a new Definitive Security
representing the principal amount not so transferred.

     SECTION 2.02. EXECUTION AND AUTHENTICATION. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless, after
giving effect to any exchange of Initial Securities or Additional Securities for
Exchange Securities.

     A Security shall not be valid until an authorized signatory of the Trustee
manually authenticates the Security. The signature of the Trustee on a Security
shall be conclusive evidence that such Security has been duly and validly
authenticated and issued under this Indenture. A Security shall be dated the
date of its authentication.

                                       38
<Page>

     At any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery: (1)
Initial Securities for original issue on the Issue Date in an aggregate
principal amount of $160.0 million, (2) if and when issued, the Additional
Securities, (3) Exchange Securities for issue only in a Registered Exchange
Offer pursuant to the Exchange and Registration Rights Agreement, and only in
exchange for Initial Securities or Additional Securities of an equal principal
amount, (4) Private Exchange Securities issued pursuant to the Exchange and
Registration Rights Agreement, and only in exchange for Initial Securities or
Additional Securities of an equal principal amount, and in each case upon a
written order of the Company signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company (the "COMPANY
ORDER"). Such Company Order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated and whether the Securities are to be Initial Securities,
Additional Securities, Exchange Securities or Private Exchange Securities. The
Trustee shall authenticate and make available for delivery Initial Securities on
the Issue Date in an amount limited to $160.0 million aggregate principal amount
and, subsequent to the Issue Date, such additional principal amount of
Additional Securities as may be authorized from time to time by resolution
adopted by the Company's Board of Directors, except for Securities authenticated
and delivered upon registration or transfer of, or in exchange for, or in lieu
of, other Securities pursuant to SECTION 2.06, SECTION 2.09, SECTION 2.11,
SECTION 3.06, SECTION 9.05 and except for Exchange Securities. All Securities
issued on the Issue Date and all Additional Securities shall be of the same
series and shall be identical in all respects other than issue dates, the date
from which interest accrues and any changes relating thereto.

     With respect to any Additional Securities, there shall be established in or
pursuant to a resolution of the Board of Directors of the Company, prior to the
issuance of such Additional Securities:

          (a)  the aggregate principal amount of such Additional Securities
     which may be authenticated and delivered under this Indenture;

          (b)  the issue price and issuance date of such Additional Securities,
     including the date from which interest on such Additional Securities shall
     accrue; and

          (c)  if applicable, that such Additional Securities shall be issuable
     in whole or in part in the form of one or more Global Securities and, in
     such case, the respective depositories for such Global Securities, the form
     of any legend or legends which shall be borne by any such Global Security
     in addition to or in lieu of that set forth in this Article II; and

          (d)  if applicable, that such Additional Securities shall not be
     issued in the form of Initial Securities subject to Exhibit A, but shall be
     issued in the form of Exchange Securities as set forth in Exhibit B.

     If any of the terms of any Additional Securities are established by action
taken pursuant to a resolution of the Board of Directors of the Company, a copy
of an appropriate record of such action shall be certified by the Secretary or
any Assistant Secretary of the

                                       39
<Page>

Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the Additional Securities.

     Notwithstanding anything to the contrary contained in this Indenture, the
Holders of all Securities issued under this Indenture shall vote and consent
together on all matters as one class and the Holders of any Initial Securities,
Additional Securities, or Exchange Securities will not have the right to vote or
consent as a separate class on any matter.

     The Trustee may appoint an agent (the "AUTHENTICATING AGENT") reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, any such Authenticating Agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent.

     In case the Company or any Subsidiary Guarantor, pursuant to ARTICLE V,
shall be consolidated or merged with or into any other Person or shall convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company or any
Subsidiary Guarantor shall have been merged, or the Person which shall have
received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to
ARTICLE V, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Securities as specified in such order for the purpose
of such exchange. If Securities shall at any time be authenticated and delivered
in any new name of a successor Person pursuant to this SECTION 2.02 in exchange
or substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time outstanding for
Securities authenticated and delivered in such new name.

     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture. The Trustee or the Company, with notice to the Trustee, may appoint
an authenticating agent reasonably acceptable to the Company to authenticate the
Securities. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.

     SECTION 2.03. REGISTRAR AND PAYING AGENT. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Company shall cause each of
the Registrar and the Paying

                                       40
<Page>

Agent to maintain an office or agency in the Borough of Manhattan, The City of
New York. The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Note Register"). The Company may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefore pursuant to Section 7.07. The
Company or any of its Restricted Subsidiaries may act as Paying Agent,
Registrar, co-registrar or transfer agent.

     The Company initially appoints the Trustee as Registrar and Paying Agent
for the Securities.

     SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. By at least 10:00 a.m.
(New York City time) on the date on which any principal of or interest on any
Security is due and payable, the Company shall deposit with the Paying Agent a
sum sufficient to pay such principal or interest when due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that such
Paying Agent shall hold in trust for the benefit of Security holders or the
Trustee all money held by such Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee in writing of any
default by the Company or any Subsidiary Guarantor in making any such payment.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent (other than the Trustee) to pay
all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon complying with this Section, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money
delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Securities.

     SECTION 2.05. SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, or to the extent otherwise required under the TIA, the Company shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

     SECTION 2.06. TRANSFER AND EXCHANGE. (a) The following provisions shall
apply with respect to any proposed transfer of a beneficial interest in a Rule
144A Global Note or an Institutional Accredited Investor Global Note or any
Definitive Security issued in exchange therefor prior to the date which is two
years after the later of the date of its original issue and the last date on
which the Company or any affiliate of the Company was the owner of such
Securities (or any predecessor thereto) (the "RESALE RESTRICTION TERMINATION
DATE"):

                                       41
<Page>

               (i)  a transfer thereof to a QIB shall be made upon the
          representation of the transferee in the form as set forth on the
          reverse of the Security, that it is purchasing for its own account or
          an account with respect to which it exercises sole investment
          discretion and that it and any such account is a "qualified
          institutional buyer" within the meaning of Rule 144A, and is aware
          that the sale to it is being made in reliance on Rule 144A and
          acknowledges that it has received such information regarding the
          Company as the undersigned has requested pursuant to Rule 144A or has
          determined not to request such information and that it is aware that
          the transferor is relying upon its foregoing representations in order
          to claim the exemption from registration provided by Rule 144A;

               (ii) a transfer thereof to an IAI shall be made upon receipt by
          the Trustee or its agent of a certificate substantially in the form
          set forth in Section 2.07 from the proposed transferee and, if
          requested by the Company or the Trustee, the delivery of an opinion of
          counsel, certification and/or other information satisfactory to each
          of them; and

               (iii) a transfer thereof to a Non-U.S. Person shall be made upon
          receipt by the Trustee or its agent of a certificate substantially in
          the form set forth in Section 2.08 from the proposed transferee and,
          if requested by the Company or the Trustee, the delivery of an opinion
          of counsel, certification and/or other information satisfactory to
          each of them.

          (b)  The following provisions shall apply with respect to any proposed
     transfer of a beneficial interest in a Regulation S Global Note or any
     Definitive Securities issued in exchange therefor prior to the expiration
     of the Restricted Period:

               (i)  a transfer thereof to a QIB shall be made upon the
          representation of the transferee, in the form of assignment on the
          reverse of the Securities, that it is purchasing the Security for its
          own account or an account with respect to which it exercises sole
          investment discretion and that it and any such account is a "qualified
          institutional buyer" within the meaning of Rule 144A, and is aware
          that the sale to it is being made in reliance on Rule 144A and
          acknowledges that it has received such information regarding the
          Company as the undersigned has requested pursuant to Rule 144A or has
          determined not to request such information and that it is aware that
          the transferor is relying upon its foregoing representations in order
          to claim the exemption from registration provided by Rule 144A;

               (ii) a transfer thereof to an IAI shall be made upon receipt by
          the Trustee or its agent of a certificate substantially in the form
          set forth in SECTION 2.07 from the proposed transferee and, if
          requested by the Company or the Trustee, the delivery of an opinion of
          counsel, certification and/or other information satisfactory to each
          of them; and

               (iii) a transfer thereof to a Non-U.S. Person shall be made upon
          receipt by the Trustee or its agent of a certificate substantially in
          the form set forth in

                                       42
<Page>

          SECTION 2.08 hereof from the proposed transferee and, if requested by
          the Company or the Trustee, delivery of an opinion of counsel,
          certification and/or other information satisfactory to each of them.

     After the expiration of the Restricted Period, beneficial interests in the
Regulation S Global Note or Definitive Securities issued in exchange therefor
may be transferred without requiring certification set forth in SECTION 2.07,
SECTION 2.08 or any additional certification.

          (c)  RESTRICTED SECURITIES LEGEND. Upon the transfer, exchange or
     replacement of Securities not bearing a Restricted Securities Legend, the
     Registrar shall deliver Securities that do not bear a Restricted Securities
     Legend. Upon the transfer, exchange or replacement of Securities bearing a
     Restricted Securities Legend, the Registrar shall deliver only Securities
     that bear a Restricted Securities Legend unless such Securities are
     Exchange Securities issued in a Registered Exchange Offer or are otherwise
     sold under an effective registration statement under the Securities Act or
     there is delivered to the Registrar an opinion of counsel to the effect
     that neither such legend nor the related restrictions on transfer are
     required in order to maintain compliance with the provisions of the
     Securities Act.

          (d)  The Registrar shall retain copies of all letters, notices and
     other written communications received pursuant to Section 2.01 or this
     Section 2.06. The Company shall have the right to inspect and make copies
     of all such letters, notices or other written communications at any
     reasonable time upon the giving of reasonable prior written notice to the
     Registrar.

          (e)  OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
     SECURITIES.

               (i)  To permit registrations of transfers and exchanges, the
          Company shall, subject to the other terms and conditions of this
          ARTICLE II, execute and the Trustee shall authenticate Definitive
          Securities and Global Securities at the Registrar's or co-registrar's
          request.

               (ii) No service charge shall be made to a Holder for any
          registration of transfer or exchange, but the Company may require
          payment of a sum sufficient to cover any transfer tax, assessments, or
          similar governmental charge payable in connection therewith (other
          than any such transfer taxes, assessments or similar governmental
          charges payable upon exchange or transfer pursuant to Sections 4.06,
          4.09 or 9.05).

               (iii) The Registrar or co-registrar shall not be required to
          register the transfer of or exchange of any Security for a period
          beginning (1) 15 days before the mailing of a notice of an offer to
          repurchase or redeem Securities and ending at the close of business on
          the day of such mailing or (2) 15 days before an interest payment date
          and ending on such interest payment date.

               (iv) Prior to the due presentation for registration of transfer
          of any Security, the Company, the Trustee, the Paying Agent, the
          Registrar or any co-registrar may deem and treat the person in whose
          name a Security is registered as the absolute owner of such Security
          for the purpose of receiving payment of principal of and interest on
          such Security and for all other purposes whatsoever, whether or not
          such Security is

                                       43
<Page>

          overdue, and none of the Company, the Trustee, the Paying Agent, the
          Registrar or any co-registrar shall be affected by notice to the
          contrary.

               (v)  Any Definitive Security delivered in exchange for an
          interest in a Global Security pursuant to SECTION 2.01(d) shall,
          except as otherwise provided by SECTION 2.06(c), bear the applicable
          legend regarding transfer restrictions applicable to the Definitive
          Security set forth in SECTION 2.01(c).

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

     (f)  NO OBLIGATION OF THE TRUSTEE.

               (i)  The Trustee shall have no responsibility or obligation to
          any beneficial owner of a Global Security, a member of, or a
          participant in, DTC or other Person with respect to the accuracy of
          the records of DTC or its nominee or of any participant or member
          thereof, with respect to any ownership interest in the Securities or
          with respect to the delivery to any participant, member, beneficial
          owner or other Person (other than DTC) of any notice (including any
          notice of redemption) or the payment of any amount or delivery of any
          Securities (or other security or property) under or with respect to
          such Securities. All notices and communications to be given to the
          Holders and all payments to be made to Holders in respect of the
          Securities shall be given or made only to or upon the order of the
          registered Holders (which shall be DTC or its nominee in the case of a
          Global Security). The rights of beneficial owners in any Global
          Security shall be exercised only through DTC subject to the applicable
          rules and procedures of DTC. The Trustee may rely and shall be fully
          protected in relying upon information furnished by DTC with respect to
          its members, participants and any beneficial owners.

               (ii) The Trustee shall have no obligation or duty to monitor,
          determine or inquire as to compliance with any restrictions on
          transfer imposed under this Indenture or under applicable law with
          respect to any transfer of any interest in any Security (including any
          transfers between or among DTC participants, members or beneficial
          owners in any Global Security) other than to require delivery of such
          certificates and other documentation or evidence as are expressly
          required by, and to do so if and when expressly required by, the terms
          of this Indenture, and to examine the same to determine substantial
          compliance as to form with the express requirements hereof.

     SECTION 2.07. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS.

[Date]

Forest Oil Corporation
c/o State Street Bank and Trust Company
Goodwin Square

                                       44
<Page>

225 Asylum Street; 23rd Floor
Hartford, CT 06103
Attention of Corporate Trust Department

Ladies and Gentlemen::

     This certificate is delivered to request a transfer of $_________ principal
amount of the 8% Senior Notes due 2011 (the "Securities") of Forest Oil
Corporation (the "Company").

     Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

     Name: ___________________________________
     Address: ________________________________
     Taxpayer ID Number: _____________________
     The undersigned represents and warrants to you that:

     1.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

     2.   We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing
for its own account or for the account of such an institutional "accredited
investor," in each case in a minimum principal amount of Securities of $250,000
or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing
restrictions on resale will

                                       45
<Page>

not apply subsequent to the Resale Restriction Termination Date. If any resale
or other transfer of the Securities is proposed to be made pursuant to clause
(e) above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Securities pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.

                                        TRANSFEREE:
                                                   ----------------------------

                                        BY:
                                           ------------------------------------

                                       46
<Page>

     SECTION 2.08. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S.

                                                                          [Date]

Forest Oil Corporation
c/o State Street Bank and Trust Company
Goodwin Square
225 Asylum Street; 23rd Floor
Hartford, CT 06103
Attention of Corporate Trust Department

     Re:  Forest Oil Corporation
          8% SENIOR NOTES DUE 2011 (THE "SECURITIES")

Ladies and Gentlemen:

     In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (a)  the offer of the Securities was not made to a person in the
     United States;

          (b)  either (i) at the time the buy order was originated, the
     transferee was outside the United States or we and any person acting on our
     behalf reasonably believed that the transferee was outside the United
     States or (ii) the transaction was executed in, on or through the
     facilities of a designated off-shore securities market and neither we nor
     any person acting on our behalf knows that the transaction has been
     pre-arranged with a buyer in the United States;

          (c)  no directed selling efforts have been made in the United States
     in contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

          (d)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

     In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                       47
<Page>

                                        Very truly yours,


                                        [Name of Transferor]


                                        By:
                                           ----------------------------


                                        -------------------------------
                                        Authorized Signature


     SECTION 2.09. REPLACEMENT SECURITIES. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced, and, in the absence of notice to the
Company, any Subsidiary Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and make available for delivery, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and principal amount, bearing a
number not contemporaneously outstanding.

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

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

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

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

                                       48
<Page>

     Every replacement Security is an additional obligation of the Company.

     SECTION 2.10. OUTSTANDING SECURITIES. Securities outstanding at any time
are all Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding. A Security ceases to be outstanding in the event the Company or
a Subsidiary of the Company holds the Security, provided, however, that (i) for
purposes of determining which are outstanding for consent or voting purposes
hereunder, Securities shall cease to be outstanding in the event the Company or
an Affiliate of the Company holds the Security and (ii) in determining whether
the Trustee shall be protected in making a determination whether the Holders of
the requisite principal amount of outstanding Securities are present at a
meeting of Holders of Securities for quorum purposes or have consented to or
voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, or relying upon any such
quorum, consent or vote, only Securities which a Trust Officer of the Trustee
actually knows to be held by the Company or an Affiliate of the Company shall
not be considered outstanding.

     If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

     SECTION 2.11. TEMPORARY SECURITIES. Until Definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Company for that purpose
and such exchange shall be without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute,
and the Trustee shall authenticate and make available for delivery in exchange
therefor, one or more Definitive Securities representing an equal principal
amount of Securities. Until so exchanged, the Holder of temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as a
holder of Definitive Securities.

     SECTION 2.12. CANCELLATION. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment.

                                       49
<Page>

The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment or cancellation and dispose of such
Securities in accordance with its internal policies including delivery of a
Certificate of Destruction describing such Securities. The Company may not issue
new Securities to replace Securities it has paid or delivered to the Trustee for
cancellation for any reason other than in connection with a transfer or
exchange.

     SECTION 2.13. DEFAULTED INTEREST. If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

     SECTION 2.14. COMPUTATION OF INTEREST. Interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 2.15. CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; PROVIDED,
HOWEVER, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III
                                   REDEMPTION

     SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which such
redemption is being made. In connection with such redemption, the Company shall
deliver to the Trustee an Officers' Certificate setting forth the redemption
price on all Securities to be redeemed, and the Trustee shall rely solely upon,
and shall be fully protected in relying upon such Officers' Certificate, in all
matters concerning the redemption price.

     The Company shall give each notice to the Trustee provided for in this
Section at least 45 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

     SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED. If less than all the
Securities are to be redeemed at any time, selection of Securities for
redemption will

                                       50
<Page>

be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Securities are listed, or, if
the Securities are not so listed, on a pro rata basis, by lot or by such other
method that the Trustee shall deem fair and appropriate. The Trustee shall make
the selection from outstanding Securities not previously called for redemption.
The Trustee may select for redemption portions of the principal of Securities
that have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company and the Company promptly of the Securities or portions of Securities
to be redeemed.

     SECTION 3.03. NOTICE OF REDEMPTION. At least 30 days but not more than 60
days before a date for redemption of Securities, the Company shall mail a notice
of redemption by first-class mail to each Holder of Securities to be redeemed.

     The notice shall identify the Securities to be redeemed and shall state:

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  the name and address of the Paying Agent;

          (d)  that Securities called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

          (e)  if fewer than all the outstanding Securities are to be redeemed,
     the identification and principal amounts of the particular Securities to be
     redeemed;

          (f)  that, unless the Company defaults in making such redemption
     payment or the Paying Agent is prohibited from making such payment pursuant
     to the terms of this Indenture, interest on Securities (or portion thereof)
     called for redemption ceases to accrue on and after the redemption date;
     and

          (g)  that no representation is made as to the correctness or accuracy
     of the CUSIP number and ISIN number, if any, listed in such notice or
     printed on the Securities.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense. In such event, the Company
shall provide the Trustee with the information required by this Section.

     SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price
stated in the notice, plus accrued interest to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of

                                       51
<Page>

redemption). Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder.

     SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. Prior to the redemption date,
the Company shall deposit with the Paying Agent (or, if the Company or a Wholly
Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
redemption) on all Securities to be redeemed on that date other than Securities
or portions of Securities called for redemption which have been delivered by the
Company to the Trustee for cancellation.

     SECTION 3.06. SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE IV
                                    COVENANTS

     SECTION 4.01. PAYMENT OF SECURITIES. The Company shall promptly pay the
principal of and interest and Additional Amounts, if any, on the Securities on
the dates and in the manner provided in the Securities and in this Indenture.
Principal and interest shall be considered paid on the date due if on such date
the Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay timely all principal and interest then due and the Trustee or
the Paying Agent, as the case may be, is not prohibited from paying such money
to the Securityholders on that date pursuant to the terms of this Indenture.

     The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

     SECTION 4.02. SEC REPORTS. Notwithstanding that the Company may not be
required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall file with the SEC and provide the Trustee
and Holders of Securities with the annual reports and the information, documents
and other reports which are specified in Sections 13 and 15(d) of the Exchange
Act, and, with respect to the annual consolidated financial statements only, a
report thereon by the Company's independent auditors; PROVIDED, HOWEVER, that
the Company shall not be so obligated to file such information, documents and
reports with the SEC if the SEC does not permit such filings. The Company shall
comply with the other provisions of Section 314(a) of the Trust Indenture Act.

     SECTION 4.03. LIMITATION ON INDEBTEDNESS. The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur
any Indebtedness unless, after giving pro forma effect to the Incurrence of such
Indebtedness and the receipt and application of the proceeds thereof, no Default
or Event of Default would occur as a

                                       52
<Page>

consequence of, or be continuing following, such Incurrence and application and
either (a) the Consolidated Interest Coverage Ratio would exceed 2.5 to 1.0 or
(b) such Indebtedness is Permitted Indebtedness.

     SECTION 4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) The Company will not,
and will not permit any Restricted Subsidiary to, directly or indirectly, make
any Restricted Payment if, at the time of and after giving effect to the
proposed Restricted Payment, (i) any Default or Event of Default would have
occurred and be continuing, (ii) the Company could not Incur at least $1.00 of
additional Indebtedness pursuant to clause (a) of Section 4.03 or (iii) the
aggregate amount expended or declared for all Restricted Payments from September
30, 2000 would exceed the sum (without duplication) of the following:

          (A)  50% of the aggregate Consolidated Net Income of the Company
     accrued on a cumulative basis commencing on the last day of the fiscal
     quarter immediately preceding September 30, 2000, and ending on the last
     day of the fiscal quarter ending on or immediately preceding the date of
     such proposed Restricted Payment (or, if such aggregate Consolidated Net
     Income shall be a loss, minus 100% of such loss), plus

          (B)  the aggregate net cash proceeds, or the Fair Market Value of
     Property other than cash, received by the Company on or after September 30,
     2000 from the issuance or sale (other than to a Subsidiary of the Company)
     of Capital Stock of the Company or any options, warrants or rights to
     purchase Capital Stock of the Company, plus

          (C)  the aggregate net cash proceeds, or the Fair Market Value of
     Property other than cash, received by the Company as capital contributions
     to the Company (other than from a Subsidiary of the Company) on or after
     September 30, 2000, plus

          (D)  the aggregate net cash proceeds received by the Company from the
     issuance or sale (other than to any Subsidiary of the Company) on or after
     September 30, 2000 of convertible Indebtedness that has been converted into
     or exchanged for Capital Stock of the Company, together with the aggregate
     cash received by the Company at the time of such conversion or exchange or
     received by the Company from any such conversion or exchange of convertible
     Indebtedness issued or sold (other than to any Subsidiary of the Company)
     prior to September 30, 2000, plus

          (E)  to the extent not otherwise included in the Company's
     Consolidated Net Income, an amount equal to the net reduction in
     Investments made by the Company and its Restricted Subsidiaries subsequent
     to September 30, 2000 in any Person resulting from (1) payments of interest
     on debt, dividends, repayments of loans or advances or other transfers or
     distributions of Property, in each case to the Company or any Restricted
     Subsidiary from any Person other than the Company or a Restricted
     Subsidiary, and in an amount not to exceed the book value of such
     Investments previously made in such Person that were treated as Restricted
     Payments, or (2) the designation of any Unrestricted Subsidiary as a
     Restricted Subsidiary, and in an amount not to exceed the lesser of (x) the
     book value of all Investments previously made in such Unrestricted
     Subsidiary that were treated as Restricted Payments and (y) the Fair Market
     Value of such Unrestricted Subsidiary, plus

                                       53
<Page>

          (F)  $25,000,000.

          (b)  The limitations set forth in paragraph (a) above will not prevent
               the following Restricted Payments so long as, at the time
     thereof, no Default or Event of Default shall have occurred and be
     continuing (except in the case of clause (i) below under which the payment
     of a dividend is permitted):

               (i)  the payment of any dividend on Capital Stock or Redeemable
          Stock of the Company or any Restricted Subsidiary within 60 days after
          the declaration thereof, if at such declaration date such dividend
          could have been paid in compliance with paragraph (a) above;

               (ii) the repurchase, redemption or other acquisition or
          retirement for value of any Capital Stock of the Company or any of its
          Subsidiaries held by any current or former officers, directors or
          employees of the Company or any of its Subsidiaries pursuant to the
          terms of agreements (including employment agreements) or plans
          approved by the Company's Board of Directors, including any such
          repurchase, redemption, acquisition or retirement of shares of such
          Capital Stock that is deemed to occur upon the exercise of stock
          options or similar rights if such shares represent all or a portion of
          the exercise price or are surrendered in connection with satisfying
          United States or Canadian Federal income tax obligations; PROVIDED,
          HOWEVER, that the aggregate amount of such repurchases, redemptions,
          acquisitions and retirements shall not exceed the sum of (A)
          $10,000,000 in any 12-month period and (B) the aggregate net proceeds,
          if any, received by the Company during such 12-month period from any
          issuance of such Capital Stock pursuant to such agreements or plans;

               (iii) the purchase, redemption or other acquisition or retirement
          for value of any Capital Stock or Redeemable Stock of the Company or
          any Restricted Subsidiary, in exchange for, or out of the aggregate
          net cash proceeds of, a substantially concurrent issuance and sale
          (other than to a Subsidiary of the Company or an employee stock
          ownership plan or trust established by the Company or any of its
          Subsidiaries, for the benefit of their employees) of Capital Stock of
          the Company;

               (iv) the making of any principal payment on or the repurchase,
          redemption, legal defeasance or other acquisition or retirement for
          value, prior to any scheduled principal payment, scheduled sinking
          fund payment or maturity, of any Subordinated Indebtedness (other than
          Redeemable Stock) in exchange for, or out of the aggregate net cash
          proceeds of, a substantially concurrent issuance and sale (other than
          to a Subsidiary of the Company or an employee stock ownership plan or
          trust established by the Company or any of its Subsidiaries, for the
          benefit of their employees) of Capital Stock of the Company;

               (v)  the making of any principal payment on or the repurchase,
          redemption, legal defeasance or other acquisition or retirement for
          value of Subordinated Indebtedness in exchange for, or out of the
          aggregate net cash proceeds of, a substantially concurrent Incurrence
          (other than a sale to a Subsidiary of the Company) of Subordinated
          Indebtedness so long as such new Indebtedness is Permitted Refinancing
          Indebtedness and

                                       54
<Page>

          (A) has an Average Life that is longer than the Average Life of the
          Securities and (B) has a Stated Maturity for its final scheduled
          principal payment that is more than one year after the Stated Maturity
          of the final scheduled principal payment of the Securities;

               (vi) the making of any principal payment on or the repurchase,
          redemption, legal defeasance or other acquisition or retirement for
          value, prior to any scheduled principal payment, scheduled sinking
          fund payment or maturity, of any Subordinated Indebtedness that is
          either (A) existing on the Issue Date or (B) issued after the Issue
          Date in exchange for, or for aggregate net cash proceeds used to
          repurchase, redeem, legally defease or otherwise acquire or retire for
          value, Subordinated Indebtedness existing on the Issue Date; PROVIDED,
          HOWEVER, that the aggregate principal amount of such Subordinated
          Indebtedness issued after the Issue Date shall not exceed the
          aggregate principal amount of the Subordinated Indebtedness existing
          on the Issue Date so exchanged, repurchased, redeemed, legally
          defeased or otherwise acquired or retired for value; and

               (vii) loans made to officers, directors or employees of the
          Company or any Restricted Subsidiary approved by the Board of
          Directors (or a duly authorized officer), the net cash proceeds of
          which are used solely (A) to purchase common stock of the Company in
          connection with a restricted stock or employee stock purchase plan, or
          to exercise stock options received pursuant to an employee or director
          stock option plan or other incentive plan, in a principal amount not
          to exceed the exercise price of such stock options or (B) to refinance
          loans, together with accrued interest thereon, made pursuant to item
          (A) of this clause (vii).

The actions described in clauses (i) and (ii) of this paragraph (b) shall be
included in the calculation of the amount of Restricted Payments. The actions
described in clauses (iii), (iv), (v), (vi) and (vii) of this paragraph (b)
shall be excluded in the calculation of the amount of Restricted Payments;
PROVIDED that the net cash proceeds from any issuance or sale of Capital Stock
of the Company pursuant to such clauses (iii), (iv) or (vii) shall be excluded
from any calculations pursuant to clauses (B) or (C) under the immediately
preceding paragraph (a).

     SECTION 4.05. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the legal
right of any Restricted Subsidiary to (i) pay dividends, in cash or otherwise,
or make any other distributions on or in respect of its Capital Stock or
Redeemable Stock, or pay any Indebtedness or other obligation owed, to the
Company or any other Restricted Subsidiary, (ii) make loans or advances to the
Company or any other Restricted Subsidiary or (iii) transfer any of its Property
to the Company or any other Restricted Subsidiary. Such limitation will not
apply (a) with respect to clauses (i), (ii) and (iii), to encumbrances and
restrictions (1) in Bank Credit Facilities and other agreements and instruments,
in each case as in effect on the Issue Date, (2) relating to Indebtedness of a
Restricted Subsidiary and existing at the time it became a Restricted Subsidiary
if such encumbrance or restriction was not created in anticipation of or in
connection with the transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or (3) which result from the renewal,
refinancing, extension or amendment of an agreement that is the

                                       55
<Page>

subject of clause (a) (1) or (2) above or clause (b) (1) or (2) below; PROVIDED
that such encumbrance or restriction is not materially less favorable to the
Holders of Securities than those under or pursuant to the agreement so renewed,
refinanced, extended or amended, and (b) with respect to clause (iii) only, to
(1) any restriction on the sale, transfer or other disposition of Property
relating to Indebtedness that is permitted to be Incurred and secured under
Sections 4.03 and 4.10, (2) any encumbrance or restriction applicable to
Property at the time it is acquired by the Company or a Restricted Subsidiary,
so long as such encumbrance or restriction relates solely to the Property so
acquired and was not created in anticipation of or in connection with such
acquisition, (3) customary provisions restricting subletting or assignment of
leases and customary provisions in other agreements that restrict assignment of
such agreements or rights thereunder and (4) customary restrictions contained in
asset sale agreements limiting the transfer of such assets pending the closing
of such sale.

     SECTION 4.06. LIMITATION ON ASSET SALES. (a) The Company will not, and will
not permit any Restricted Subsidiary to, consummate any Asset Sale unless (i)
the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the Property subject to such Asset Sale and (ii) all of the
consideration paid to the Company or such Restricted Subsidiary in connection
with such Asset Sale is in the form of cash, cash equivalents, Liquid
Securities, Exchanged Properties or the assumption by the purchaser of
liabilities of the Company (other than liabilities of the Company that are by
their terms subordinated to the Securities) or liabilities of any Restricted
Subsidiary that made such Asset Sale (other than liabilities of any Subsidiary
Guarantor that are by their terms subordinated to such Subsidiary Guarantor's
Subsidiary Guarantee), in each case as a result of which the Company and its
remaining Restricted Subsidiaries are no longer liable for such liabilities
("PERMITTED CONSIDERATION"); PROVIDED, HOWEVER, that the Company and its
Restricted Subsidiaries shall be permitted to receive Property other than
Permitted Consideration, so long as the aggregate Fair Market Value of all such
Property other than Permitted Consideration received from Asset Sales and held
by the Company and the Restricted Subsidiaries at any one time shall not exceed
10.0% of Adjusted Consolidated Net Tangible Assets.

     The Net Available Cash from Asset Sales by the Company or a Restricted
Subsidiary may be applied by the Company, such Restricted Subsidiary or another
Restricted Subsidiary, to the extent the Company elects (or is required by the
terms of any Pari Passu Senior Indebtedness of the Company or a Restricted
Subsidiary), to (i) prepay, repay or purchase Pari Passu Senior Indebtedness of
the Company or a Subsidiary Guarantor or any Indebtedness of a Restricted
Subsidiary that is not a Subsidiary Guarantor (in each case excluding
Indebtedness owed to the Company or an Affiliate of the Company); (ii) to
reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the
Company or another Restricted Subsidiary) or (iii) purchase Securities or
purchase both Securities and one or more series or issues of other Pari Passu
Indebtedness on a pro rata basis (excluding Securities and Pari Passu
Indebtedness owned by the Company or an Affiliate of the Company).

     (b)  Any Net Available Cash from an Asset Sale not applied in accordance
with the preceding paragraph within 365 days from the date of such Asset Sale
will constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds
exceeds $50,000,000, an offer to

                                       56
<Page>

purchase Securities having an aggregate principal amount equal to the aggregate
amount of Excess Proceeds (the "PREPAYMENT OFFER") must be made by the Company
at a purchase price equal to 100% of the principal amount of such Securities
plus accrued and unpaid interest, if any, to the Purchase Date (as defined) in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in this Indenture, but, if the terms of any Pari
Passu Indebtedness require that a Pari Passu Offer be made contemporaneously
with the Prepayment Offer, then the Excess Proceeds shall be prorated between
the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate
outstanding principal amounts of the Securities and such Pari Passu
Indebtedness, and the aggregate principal amount of Securities for which the
Prepayment Offer is made shall be reduced accordingly. If the aggregate
principal amount of Securities tendered by Holders thereof exceeds the amount of
available Excess Proceeds, then such Excess Proceeds will be allocated pro rata
according to the principal amount of the Securities tendered and the Trustee
will select the Securities to be purchased in accordance with this Indenture. To
the extent that any portion of the amount of Excess Proceeds remains after
compliance with the second sentence of this paragraph and PROVIDED that all
Holders of Securities have been given the opportunity to tender their Securities
for purchase as described in the following paragraph in accordance with this
Indenture, the Company and its Restricted Subsidiaries may use such remaining
amount for purposes permitted by this Indenture and the amount of Excess
Proceeds will be reset to zero.

     (c)  (1) Within 30 days after the 365th day following the date of an Asset
Sale, the Company shall, if it is obligated to make an offer to purchase the
Securities pursuant to the preceding paragraph, send a written Prepayment Offer
notice, by first-class mail, to the Holders of the Securities (the "PREPAYMENT
OFFER NOTICE"), accompanied by such information regarding the Company and its
Subsidiaries as the Company believes will enable such Holders of the Securities
to make an informed decision with respect to the Prepayment Offer (which at a
minimum shall include (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the Company, the most
recent subsequently filed Quarterly Report on Form 10-Q of the Company and any
Current Report on Form 8-K of the Company filed subsequent to such Quarterly
Report, other than Current Reports describing Assets Sales otherwise described
in the offering materials, or corresponding successor reports (or, during any
time that the Company is not subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, corresponding reports prepared pursuant to Section
4.02), (ii) a description of material developments in the Company's business
subsequent to the date of the latest such reports and (iii) if material,
appropriate pro forma financial information). The Prepayment Offer Notice shall
state, among other things, (i) that the Company is offering to purchase
Securities pursuant to the provisions of this Indenture, (ii) that any Security
(or any portion thereof) accepted for payment (and duly paid on the Purchase
Date) pursuant to the Prepayment Offer shall cease to accrue interest on the
Purchase Date, (iii) that any Securities (or portions thereof) not properly
tendered will continue to accrue interest, (iv) the purchase price and purchase
date, which shall be, subject to any contrary requirements of applicable law, no
less than 30 days nor more than 60 days after the date the Prepayment Offer
Notice is mailed (the "PURCHASE DATE"), (v) the aggregate principal amount of
Securities to be purchased, (vi) a description of the procedures which Holders
of Securities must follow in order to tender their Securities and the procedures
that Holders of Securities must follow in order to withdraw an election to
tender their Securities for payment and (vii) all other instructions and
materials necessary to enable Holders to tender Securities pursuant to the
Prepayment Offer.

                                       57
<Page>

     (2)  Not later than the date upon which written notice of a Prepayment
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (i) the amount of the Prepayment
Offer (the "OFFER AMOUNT"), (ii) the allocation of the Net Available Cash from
the Asset Sales pursuant to which such Prepayment Offer is being made and (iii)
the compliance of such allocation with the provisions of Section 4.06(a). On
such date, the Company shall also irrevocably deposit with the Trustee or with
the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) in Permitted Short-Term Investments,
maturing on the last day prior to the Purchase Date or on the Purchase Date if
funds are immediately available by open of business, an amount equal to the
Offer Amount to be held for payment in accordance with the provisions of this
Section. Upon the expiration of the period for which the Prepayment Offer
remains open (the "OFFER PERIOD"), the Company shall deliver to the Trustee for
cancellation the Securities or portions thereof which have been properly
tendered to and are to be accepted by the Company. The Trustee or Paying Agent,
as applicable, shall, on or promptly after the Purchase Date, mail or deliver
payment to each tendering Holder in the amount of the purchase price. In the
event that the aggregate purchase price of the Securities delivered by the
Company to the Trustee is less than the Offer Amount, the Trustee shall deliver
the excess to the Company immediately after the expiration of the Offer Period
for application in accordance with this Section.

     (3)  Holders electing to have a Security purchased shall be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
Purchase Date. Holders shall be entitled to withdraw their election if the
Trustee, or the Company receives not later than one Business Day prior to the
Purchase Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased. If at the expiration of the Offer
Period the aggregate principal amount of Securities surrendered by Holders
exceeds the Offer Amount, the Company shall select the Securities to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Securities in denominations of $1,000,
or integral multiples thereof, shall be purchased). Holders whose Securities are
purchased only in part shall be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered.

     (4)  At the time the Company delivers Securities to the Trustee which are
to be accepted for purchase, the Company shall also deliver an Officers'
Certificate stating that such Securities are to be accepted by the Company
pursuant to and in accordance with the terms of this Section 4.06. A Security
shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.

     (d)  The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
or regulations thereunder to the extent such laws and regulations are applicable
in connection with the purchase of Securities as described above. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions relating to the Prepayment Offer, the Company shall comply with the

                                       58
<Page>

applicable securities laws and regulations and shall not be deemed to have
breached its obligations described above by virtue thereof.

     SECTION 4.07. LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, conduct any business or enter into any transaction or series of
transactions (including the sale, transfer, disposition, purchase, exchange or
lease of Property, the making of any Investment, the giving of any Guarantee or
the rendering of any service) with or for the benefit of any Affiliate of the
Company (other than the Company or a Restricted Subsidiary), unless (i) such
transaction or series of transactions is on terms no less favorable to the
Company or such Restricted Subsidiary than those that could be obtained in a
comparable arm's-length transaction with a Person that is not an Affiliate of
the Company or such Restricted Subsidiary, and (ii) with respect to a
transaction or series of transactions involving aggregate payments by or to the
Company or such Restricted Subsidiary having a Fair Market Value equal to or in
excess of (a) $5,000,000 but less than $10,000,000, an Officer of the Company
certifies that such transaction or series of transactions complies with clause
(i) of this paragraph, as evidenced by an Officer's Certificate delivered to the
Trustee, (b) $10,000,000 but less than $50,000,000, the Board of Directors of
the Company (including a majority of the disinterested members of such Board of
Directors) approves such transaction or series of transactions and certifies
that such transaction or series of transactions complies with clause (i) of this
paragraph, as evidenced by a certified resolution delivered to the Trustee or
(c) $50,000,000, (1) the Company receives from an independent, nationally
recognized investment banking firm or appraisal firm, in either case
specializing or having a specialty in the type and subject matter of the
transaction (or series of transactions) at issue, a written opinion that such
transaction (or series of transactions) is fair, from a financial point of view,
to the Company or such Restricted Subsidiary and (2) the Board of Directors of
the Company (including a majority of the disinterested members of such Board of
Directors) approves such transaction or series of transactions and certifies
that such transaction or series of transactions complies with clause (i) of this
paragraph, as evidenced by a certified resolution delivered to the Trustee.

     The limitations of the preceding paragraph do not apply to (i) the payment
of reasonable and customary regular fees to directors of the Company or any of
its Restricted Subsidiaries who are not employees of the Company or any of its
Restricted Subsidiaries, (ii) indemnities of officers and directors of the
Company or any Subsidiary consistent with such Person's charter, bylaws and
applicable statutory provisions, (iii) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the Board of Directors of the Company, (iv) loans made (a) to
officers, directors or employees of the Company or any Restricted Subsidiary
approved by the Board of Directors (or by a duly authorized officer) of the
Company, the proceeds of which are used solely to purchase common stock of the
Company in connection with a restricted stock or employee stock purchase plan,
or to exercise stock options received pursuant to an employee or director stock
option plan or other incentive plan, in a principal amount not to exceed the
exercise price of such stock options, or (b) to refinance loans, together with
accrued interest thereon, made pursuant to this clause (iv), (v) advances and
loans to officers, directors and employees of the Company or any Subsidiary;
PROVIDED such loans and advances (excluding loans or advances made pursuant to
the preceding clause (iv)) do not exceed $10,000,000 at any one time
outstanding, (vi) any

                                       59
<Page>

Restricted Payment permitted to be paid pursuant to Section 4.04, (vii) any
transaction or series of transactions between the Company and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries in the
ordinary course of business; PROVIDED that no more than 10% of the total voting
power of the Voting Stock of any such Restricted Subsidiary is owned by an
Affiliate of the Company (other than a Restricted Subsidiary) or (viii) any
transaction or series of transactions pursuant to any agreement or obligation of
the Company or any of its Restricted Subsidiaries in effect on the Issue Date.

     SECTION 4.08. LIMITATION ON THE ISSUANCE AND SALE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company will not (a) permit any Restricted
Subsidiary to issue any Capital Stock or Redeemable Stock other than to the
Company or one of its Wholly Owned Subsidiaries or (b) permit any Person other
than the Company or a Wholly Owned Subsidiary to own any Capital Stock or
Redeemable Stock of any other Restricted Subsidiary (other than directors'
qualifying shares), except, in each case, for (i) the sale of the Capital Stock
or Redeemable Stock of a Restricted Subsidiary owned by the Company or any other
Restricted Subsidiary effected in accordance with Section 4.06; (ii) the
issuance of Capital Stock or Redeemable Stock by a Restricted Subsidiary to a
Person other than the Company or a Restricted Subsidiary and (iii) the Capital
Stock or Redeemable Stock of a Restricted Subsidiary owned by a Person at the
time such Restricted Subsidiary became a Restricted Subsidiary or acquired by
such Person in connection with the formation of the Restricted Subsidiary, or
transfers thereof; PROVIDED that any sale or issuance of Capital Stock of a
Restricted Subsidiary shall be deemed to be an Asset Sale to the extent the
percentage of the total outstanding Voting Stock of such Restricted Subsidiary
owned directly and indirectly by the Company is reduced as a result of such sale
or issuance; PROVIDED FURTHER that if a Person whose Capital Stock was issued or
sold in a transaction described in this paragraph is, as a result of such
transaction, no longer a Restricted Subsidiary, then the Fair Market Value of
Capital Stock of such Person retained by the Company and the other Restricted
Subsidiaries shall be treated as an Investment for purposes of Section 4.04. In
the event of the consummation of a sale of all the Capital Stock of a Restricted
Subsidiary pursuant to the foregoing clause (i) and the execution and delivery
of a supplemental indenture in form satisfactory to the Trustee, any such
Restricted Subsidiary that is also a Subsidiary Guarantor shall be released from
all its obligations under its Subsidiary Guarantee.

     SECTION 4.09. CHANGE OF CONTROL. (a) Upon the occurrence of a Change of
Control, each Holder of Securities shall have the right to require the Company
to repurchase all or any part (equal to $1,000 in principal amount or an
integral multiple thereof) of such Holder's Securities pursuant to the offer
described below (the "CHANGE OF CONTROL OFFER") at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the date of purchase, subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date (the "CHANGE OF CONTROL PAYMENT").

     (b)  Within 30 days following any Change of Control, the Company shall mail
a notice to each Holder stating, among other things: (i) that a Change of
Control has occurred and a Change of Control Offer is being made pursuant to
this Indenture and that all Securities (or portions thereof) properly tendered
will be accepted for payment; (ii) the purchase price and the purchase date,
which shall be, subject to any contrary requirements of applicable law, no fewer

                                       60
<Page>

than 30 days nor more than 60 days from the date the Company mails such notice
(the "CHANGE OF CONTROL PAYMENT DATE"); (iii) that any Security (or portion
thereof) accepted for payment (and duly paid on the Change of Control Payment
Date) pursuant to the Change of Control Offer shall cease to accrue interest on
the Change of Control Payment Date; (iv) that any Securities (or portions
thereof) not properly tendered will continue to accrue interest; (v) a
description of the transaction or transactions constituting the Change of
Control; (vi) the procedures that Holders of Securities must follow in order to
tender their Securities (or portions thereof) for payment and the procedures
that Holders of Securities must follow in order to withdraw an election to
tender Securities (or portions thereof) for payment; and (vii) all other
instructions and materials necessary to enable Holders to tender Securities
pursuant to the Change of Control Offer. Prior to the mailing of the notice to
Holders of Securities described above, but in any event within 30 days following
any Change of Control, the Company covenants to (A) repay or cause to be repaid
in full all Indebtedness of the Company and any Subsidiary Guarantor that would
prohibit the repurchase of the Securities pursuant to such Change of Control
Offer or (B) obtain any requisite consents under instruments governing any such
Indebtedness of the Company and any Subsidiary Guarantor to permit the
repurchase of the Securities. The Company shall first comply with the covenant
in the preceding sentence before it shall repurchase Securities pursuant to this
covenant.

     (c)  Holders electing to have a Security purchased shall be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
Change of Control Payment Date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security
purchased.

     (d)  On or prior to the Change of Control Payment Date, the Company shall
irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or any Wholly Owned Subsidiary is acting as the Paying Agent, segregate
and hold in trust) in cash an amount equal to the Change of Control Payment
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section.

     (e)  On the Change of Control Payment Date, the Company shall deliver to
the Trustee the Securities or portions thereof which have been properly tendered
to and are to be accepted by the Company for payment. The Trustee or Paying
Agent, as applicable, shall, on or promptly after the Change of Control Payment
Date, mail or deliver payment to each tendering Holder of the Change of Control
Payment. In the event that the aggregate Change of Control Payment delivered by
the Company to the Trustee is less than the amount deposited with the Trustee,
the Trustee shall deliver the excess to the Company immediately after the Change
of Control Payment Date.

     (f)  The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party (including the Company or another
Subsidiary of the Company) makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control

                                       61
<Page>

Offer made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

     (g)  The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of Securities in connection with a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions relating to the Change of Control
Offer, the Company the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations
described above by virtue thereof.

     SECTION 4.10. LIMITATION ON LIENS. The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, enter into, create,
Incur, assume or suffer to exist any Lien on or with respect to any Property of
the Company or such Restricted Subsidiary, whether owned on the Issue Date or
acquired thereafter, or any interest therein or any income or profits therefrom,
unless the Securities or any Subsidiary Guarantee of such Restricted Subsidiary,
as applicable, are secured equally and ratably with (or prior to) any and all
other obligations secured by such Lien, except that the Company and its
Restricted Subsidiaries may enter into, create, incur, assume or suffer to exist
Permitted Liens.

     SECTION 4.11. COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

     SECTION 4.12. FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee,
the Company shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     SECTION 4.13. FUTURE SUBSIDIARY GUARANTORS. The Company shall cause each
Domestic Restricted Subsidiary having an aggregate of $25,000,000 or more of
Indebtedness and Preferred Stock outstanding at any time to promptly execute and
deliver to the Trustee a Subsidiary Guarantee. In addition, any Restricted
Subsidiary that Guarantees Indebtedness of the Company will be required to
execute and deliver to the Trustee a Subsidiary Guarantee.

     SECTION 4.14. RESTRICTED AND UNRESTRICTED SUBSIDIARIES. Unless defined or
designated as an Unrestricted Subsidiary, any Person that becomes a Domestic
Subsidiary or a Canadian Subsidiary of the Company or any of its Restricted
Subsidiaries shall be classified as a Restricted Subsidiary subject to the
provisions of the next paragraph. The Company may designate a Subsidiary
(including a newly formed or newly acquired Subsidiary) of the Company or any of
its Restricted Subsidiaries as an Unrestricted Subsidiary if (a) such Subsidiary
does not at such time own any Capital Stock or Indebtedness of, or own or hold
any

                                       62
<Page>

Lien on any Property of, the Company or any other Restricted Subsidiary, (b)
such Subsidiary does not at such time have any Indebtedness or other obligations
which, if in default, would result (with the passage of time or notice or
otherwise) in a default on any Indebtedness of the Company or any Restricted
Subsidiary and (c)(i) such designation is effective immediately upon such
Subsidiary becoming a Subsidiary of the Company or of a Restricted Subsidiary,
(ii) the Subsidiary to be so designated has total assets of $1,000 or less or
(iii) if such Subsidiary has assets greater than $1,000, then such redesignation
as an Unrestricted Subsidiary is deemed to constitute a Restricted Payment in an
amount equal to the Fair Market Value of the Company's direct and indirect
ownership interest in such Subsidiary and such Restricted Payment would be
permitted to be made at the time of such designation under Section 4.04. Except
as provided in the second sentence of this paragraph, no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary. The designation of an
Unrestricted Subsidiary or removal of such designation shall be made by the
Board of Directors of the Company or a committee thereof pursuant to a certified
resolution delivered to the Trustee and shall be effective as of the date
specified in the applicable certified resolution, which shall not be prior to
the date such certified resolution is delivered to the Trustee.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, take any action or enter into any transaction or series of
transactions that would result in a Person becoming a Restricted Subsidiary
(whether through an acquisition or otherwise) unless, after giving effect to
such action, transaction or series of transactions, on a pro forma basis, (i)
the Company could Incur at least $1.00 of additional Indebtedness pursuant to
clause (a) of Section 4.03 and (ii) no Default or Event of Default would occur
or be continuing.

     SECTION 4.15. TERMINATION OF CERTAIN COVENANTS. In the event that any time
(a) the rating assigned to the Securities by either S&P or Moody's is at least
an Investment Grade Rating, (b) the obligations under the Bank Credit Facilities
cease to be secured and (c) no Default or Event of Default shall have occurred
and be continuing, the Company and its Restricted Subsidiaries shall have no
further obligation to comply with the covenants set forth in Section 4.03
(Limitation On Indebtedness), Section 4.04 (Limitation On Restricted Payments),
Section 4.08 (Limitation On Issuance And Sale of Capital Stock of Restricted
Subsidiaries), Section 4.06 (Limitation On Asset Sales), Section 4.05
(Limitation on Restrictions On Distributions From Restricted Subsidiaries) and
Section 4.13 (Future Subsidiary Guarantors). In addition, if the conditions set
forth in clauses (a), (b) and (c) of the preceding sentence are satisfied, the
Company will no longer be obligated to comply with the financial tests set forth
in clauses (f) and (g) of Section 5.01.

     SECTION 4.16. REGISTRATION DEFAULT. If a Registration Default occurs, the
Company shall deliver to the Trustee a certificate to that effect stating (i)
the amount of additional interest to be paid to each Holder of Transfer
Restricted Securities, and (ii) the date on which such additional interest is
payable. Unless and until a Trust Officer receives such a certificate at its
Corporate Trust Office, the Trustee shall assume without inquiry that no such
additional interest is payable. If the Company has paid such additional interest
directly to the Holders entitled to such interest, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.

                                       63
<Page>

                                   ARTICLE V
                                SUCCESSOR COMPANY

     SECTION 5.01. WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall
not consolidate with or merge with or into any Person, or convey, transfer or
lease, in one transaction or a series of transactions, all or substantially all
the Property of the Company and its Restricted Subsidiaries, taken as a whole,
unless:

          (a)  the resulting, surviving or transferee person (the "SUCCESSOR
     COMPANY") shall be a Person organized or existing under the laws of (i) the
     United States of America, any State thereof or the District of Columbia or
     (ii) Canada or any province thereof;

          (b)  a supplemental indenture is executed and delivered to the
     Trustee, in form satisfactory to the Trustee, by the Successor Company
     expressly assuming, if the Successor Company is not the Company, the
     obligations of the Company to pay the principal of and interest on the
     Securities and to perform all the covenants of the Company under this
     Indenture in which case the Successor Company shall be considered the
     issuer of the Securities;

          (c)  each Subsidiary Guarantor shall execute and deliver to the
     Trustee a supplemental indenture, in form satisfactory to the Trustee,
     confirming the obligation of such Subsidiary Guarantor to pay the principal
     of and interest on the Securities pursuant to such Subsidiary Guarantor's
     Subsidiary Guarantee;

          (d)  in the case of a conveyance, transfer or lease of all or
     substantially all the Property of the Company and its Restricted
     Subsidiaries, taken as a whole, such Property shall have been so conveyed,
     transferred or leased as an entirety or virtually as an entirety to one
     Person;

          (e)  immediately after giving effect to such transaction (and
     treating, for purposes of this clause (e) and clauses (f) and (g) below,
     any Indebtedness which becomes or is anticipated to become an obligation of
     the Successor Company or any Restricted Subsidiary as a result of such
     transaction as having been Incurred by such Successor Company or such
     Restricted Subsidiary at the time of such transaction), no Default or Event
     of Default shall have occurred and be continuing;

          (f)  other than with respect to the consolidation of the Company with
     or merger of the Company with or into, or the conveyance, transfer or lease
     of all or substantially all the Property of the Company and its Restricted
     Subsidiaries, taken as a whole, to a Wholly Owned Subsidiary, immediately
     after giving effect to such transaction, the Successor Company would be
     able to Incur an additional $1.00 of Indebtedness pursuant to clause (a) of
     Section 4.03;

          (g)  other than with respect to the consolidation of the Company with
     or merger of the Company with or into, or the conveyance, transfer or lease
     of all or substantially all

                                       64
<Page>

     the Property of the Company and its Restricted Subsidiaries, taken as a
     whole, to a Wholly Owned Subsidiary, immediately after giving effect to
     such transaction, the Successor Company shall have Consolidated Net Worth
     in an amount that is not less than the Consolidated Net Worth of the
     Company immediately prior to such transaction; and

          (h)  the Company shall have delivered to the Trustee an Officer's
     Certificate, stating that such consolidation, merger or transfer and such
     supplemental indenture (if any) comply with this Indenture.

     The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under this Indenture, and, except in the case of the lease of all or
substantially all the Property of the Company and its Restricted Subsidiaries,
taken as a whole, the Company shall be released from its obligations under this
Indenture.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

     SECTION 6.01. EVENTS OF DEFAULT. The following events shall be "Events of
Default":

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

          (b)  the Company defaults in the payment of the principal (and
     premium, if any) of any Security when the same becomes due and payable at
     its Stated Maturity, upon optional redemption, upon required repurchase,
     upon declaration or otherwise;

          (c)  the Company fails to comply with Article V;

          (d)  default in the performance, or breach, of any covenant or
     warranty of the Company or any Subsidiary Guarantor in this Indenture
     (other than a covenant or warranty addressed in clauses (a), (b) or (c)
     above) and continuance of such default or breach for a period of 60 days
     after the notice specified below;

          (e)  default by the Company or any Restricted Subsidiary under any
     Indebtedness for borrowed money (other than Non-recourse Purchase Money
     Indebtedness) of the Company or any Restricted Subsidiary which results in
     acceleration of the maturity of such Indebtedness, or the failure to pay
     such Indebtedness at maturity, in an amount greater than $10,000,000 or its
     foreign currency equivalent at the time if such Indebtedness is not
     discharged or such acceleration is not rescinded or annulled within 10 days
     after the notice specified below;

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

               (i)  commences a voluntary case;

                                       65
<Page>

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

               (iii) consents to the appointment of a Custodian of it or for any
                     substantial part of its property;

               (iv) makes a general assignment for the benefit of its creditors
                    or files a proposal or other scheme of arrangement involving
                    the rescheduling or composition of its indebtedness; or

               (v)  files a petition in bankruptcy or an answer or consent
                    seeking reorganization or relief or consents to the filing
                    of such petition in bankruptcy or the appointment of or
                    taking possession by a Custodian;

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

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

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

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

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

               (iv) any similar relief is granted under any foreign laws;

     and in each such case the order or decree remains unstayed and in effect
     for 60 days;

          (h)  one or more final judgments or orders by a court of competent
     jurisdiction are entered against the Company or any Restricted Subsidiary
     in an uninsured or unindemnified aggregate amount outstanding at any time
     in excess of $10,000,000 and such judgments or orders are not discharged,
     waived, stayed, satisfied or bonded for a period of 60 consecutive days;

          (i)  a Subsidiary Guarantee ceases to be in full force and effect
     (other than in accordance with the terms of this Indenture and such
     Subsidiary Guarantee) or a Subsidiary Guarantor denies or disaffirms its
     obligations under its Subsidiary Guarantee.

     The foregoing shall constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

                                       66
<Page>

     The term "BANKRUPTCY LAW" means Title 11, UNITED STATES CODE, or any
similar Federal or state law for the relief of debtors, or the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangements Act (Canada) or
any similar federal or provincial law in Canada for the relief of debtors. The
term "CUSTODIAN" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

     A Default under clause (d) is not an Event of Default until the Trustee or
the Holders of at least 25% in aggregate principal amount of the outstanding
Securities notify the Company in writing of such Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default and any event which with the giving of notice or the lapse
of time would become an Event of Default, its status and what action the Company
is taking or proposes to take with respect thereto.

     SECTION 6.02. ACCELERATION. If an Event of Default (other than an Event of
Default specified in Section 6.01(f) or (g) with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of the Securities to be due
and payable. Upon such a declaration, such principal shall be due and payable
immediately. If an Event of Default specified in Section 6.01(f) or (g) with
respect to the Company occurs, the principal of the Securities shall
automatically and without any action by the Trustee or any Holder, become
immediately due and payable. The Holders of a majority in aggregate principal
amount of the outstanding Securities by notice to the Trustee and the Company
may rescind any declaration of acceleration if the rescission would not conflict
with any judgment or decree, and if all existing Events of Default have been
cured or waived except nonpayment of principal or interest that has become due
solely because of the acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

     SECTION 6.03. OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture. The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not produce
any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

     SECTION 6.04. WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate principal amount of the Securities by notice to the Trustee may waive
an existing Default and its consequences except (a) a Default in the payment of
the principal of or interest on a Security or (b) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder affected. When a Default is waived, it is deemed

                                       67
<Page>

cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

     SECTION 6.05. CONTROL BY MAJORITY. The Holders of a majority in aggregate
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee with respect to the
Securities. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of other Securityholders
or would involve the Trustee in personal liability; PROVIDED, HOWEVER, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the
Trustee shall be entitled to reasonable indemnity against all losses and
expenses caused by taking or not taking such action.

     SECTION 6.06. LIMITATION ON SUITS. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

          (b)  the Holders of at least 25% in aggregate principal amount of the
     Securities then outstanding shall have made a written request, and such
     Holder of or Holders shall have offered reasonable indemnity, to the
     Trustee to pursue such proceeding as trustee; and

          (c)  the Trustee has failed to institute such proceeding and has not
     received from the Holders of at least a majority in aggregate principal
     amount of the Securities outstanding a direction inconsistent with such
     request, within 60 days after such notice, request and offer.

     The foregoing limitations on the pursuit of remedies by a Securityholder
shall not apply to a suit instituted by a Holder of Securities for the
enforcement of payment of the principal of or interest on such Security on or
after the applicable due date specified in such Security. A Securityholder may
not use this Indenture to prejudice the rights of another Securityholder or to
obtain a preference or priority over another Securityholder.

     SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in this Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     SECTION 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default specified
in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount then due and owing (together with interest on any unpaid
interest to the extent lawful) and the amounts provided for in Section 7.07.

                                       68
<Page>

     SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relative to the Company, their creditors or their
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

     SECTION 6.10. PRIORITIES. If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:

          FIRST: to the Trustee for amounts due under Section 7.07;

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

          THIRD: to the Company.

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

     SECTION 6.11. UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
aggregate principal amount of the Securities.

     SECTION 6.12. WAIVER OF STAY OR EXTENSION LAWS. The Company (to the extent
it may lawfully do so) shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                       69
<Page>

                                  ARTICLE VII
                                     TRUSTEE

     SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

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

               (i)  the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture and no implied
          covenants or obligations shall be read into this Indenture against the
          Trustee; and

               (ii) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee shall examine the certificates
          and opinions to determine whether or not they conform to the
          requirements of this Indenture.

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

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

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

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

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

     (e)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company.

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

     (g)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that

                                       70
<Page>

repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     (h)  Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA.

     SECTION 7.02. RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

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

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

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

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

     SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar or co-registrar may do
the same with like rights. However, the Trustee must comply with Sections 7.10
and 7.11.

     SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with
the sale of the Securities or in the Securities other than the Trustee's
certificate of authentication.

     SECTION 7.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing and
if it is known to a Trust Officer, the Trustee shall mail to each Securityholder
notice of the Default within 30 days after it is known to a Trust Officer or
written notice of it is received by a Trust Officer. Except in the case of a
Default in payment of principal of or interest on any Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of


                                       71
<Page>

Securityholders. Where notice of the occurrence of any Default is given by the
Trustee under this Section and the Default is thereafter cured, the Trustee,
within 30 days after the curing of the Default is known to a Trust Officer,
shall mail to all Securityholders notice that the Default is no longer
continuing.

     SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. As promptly as practicable
after each May 15 beginning with May 15, 2002, and in any event prior to July 15
in each year, the Trustee shall mail to each Securityholder a brief report dated
as of May 15 each year that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b).

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

     SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the acceptance and administration of this trust and the performance of its
duties hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee may have separate counsel and the Company shall
pay the fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad faith.
The Company need not pay for any settlement made by the Trustee without the
Company's consent, such consent not to be unreasonably withheld.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

     The Company's payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(f) or (g), the expenses are
intended to constitute expenses of administration under the Bankruptcy Law.

     SECTION 7.08. REPLACEMENT OF TRUSTEE. The Trustee may resign at any time by
so notifying the Company. The Holders of a majority in aggregate principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

                                       72
<Page>

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged bankrupt or insolvent;

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

          (4)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns, is removed by the Company, or by the Holders of a
majority in aggregate principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. No successor Trustee shall accept its appointment unless, at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article VII.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.

     Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

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

     If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

     SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so

                                       73
<Page>

authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

     SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met. If at any time the Trustee shall cease to be
eligible in accordance with this Section, it shall resign promptly in the manner
and with the effect specified in this Article VII.

     SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 8.01. DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE. (a) When
(i) the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.09) for cancellation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article III and the
Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Securities, including interest
thereon to maturity or such redemption date (other than Securities replaced
pursuant to Section 2.09), and if in either case the Company pays all other sums
payable hereunder, then this Indenture shall, subject to Section 8.01(c), cease
to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, as the case may be.

     (b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("LEGAL DEFEASANCE OPTION") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13 and 4.14, the operation of
Sections 6.01(d) (to the extent relating to such other Sections), 6.01(e),
6.01(f), 6.01(g), 6.01(h), 6.01(i) and 6.01(j), the obligations under Sections
5.01(f), 5.01(g) and the related operation of Section 6.01(c) ("COVENANT
DEFEASANCE OPTION"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

                                       74
<Page>

     If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Sections 6.01(c) and
6.01(d) (with respect to the provisions of Articles IV and V referred to in the
immediately preceding paragraph) and Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h)
and 6.01(i). If the Company exercises its legal defeasance option or its
covenant defeasance option, each Subsidiary Guarantor, if any, shall be released
from all its obligations under its Subsidiary Guarantee.

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08,
8.05 and 8.06 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

     SECTION 8.02. CONDITIONS TO DEFEASANCE. The Company may exercise its legal
defeasance option or its covenant defeasance option only if:

          (a)  the Company irrevocably deposits in trust with the Trustee money
     or U.S. Government Obligations for the payment of principal of and interest
     on the Securities to maturity or redemption, as the case may be;

          (b)  the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity or redemption, as the case may be;

          (c)  123 days pass after the deposit is made and during the 123-day
     period no Default specified in Section 6.01(f) or (g) with respect to the
     Company occurs which is continuing at the end of the period;

          (d)  the deposit does not constitute a default under any other
     agreement binding on the Company;

          (e)  the Company delivers to the Trustee an Opinion of Counsel to the
     effect that the trust resulting from the deposit does not constitute, or is
     qualified as, a regulated investment company under the Investment Company
     Act of 1940;

          (f)  in the case of the legal defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     stating that (A) the Company has received from, or there has been published
     by, the Internal Revenue Service a ruling, or (B) since the date of this
     Indenture there has been a change in the applicable United States Federal
     income tax law, in either case to the effect that, and based thereon such

                                       75
<Page>

     Opinion of Counsel shall confirm that, the Securityholders will not
     recognize income, gain or loss for United States Federal income tax
     purposes as a result of such defeasance and will be subject to United
     States Federal income tax on the same amounts, in the same manner and at
     the same times as would have been the case if such defeasance had not
     occurred;

          (g)  in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Securityholders will not recognize income, gain or loss
     for United States Federal income tax purposes as a result of such covenant
     defeasance and will be subject to United States Federal income tax on the
     same amount, in the same manner and at the same times as would have been
     the case if such covenant defeasance had not occurred; and

          (h)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent to the
     defeasance and discharge of the Securities as contemplated by this Article
     VIII have been complied with.

     Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accordance
with Article III.

     SECTION 8.03. APPLICATION OF TRUST MONEY. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
VIII. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities.

     SECTION 8.04. REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time. Subject to any applicable abandoned
property law, the Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years, and, thereafter, Securityholders entitled to
the money must look to the Company for payment as general creditors.

     SECTION 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations.

     SECTION 8.06. REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article
VIII by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture and
the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article VIII; PROVIDED, HOWEVER, that, if the Company has made any


                                       76
<Page>

payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX
                                   AMENDMENTS

     SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company and the Trustee may
amend this Indenture or the Securities without notice to or consent of any
Securityholder:

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

          (b)  to comply with Article V;

          (c)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (d)  to add or to remove Subsidiary Guarantors when permitted by the
     terms hereof, or to secure the Securities;

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

          (f)  to comply with any requirements of the SEC in connection with
     qualifying, or maintaining the qualification of, this Indenture under the
     TIA; or

          (g)  to make any change that does not adversely affect the rights of
     any Securityholder in any material respect.

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

     SECTION 9.02. WITH CONSENT OF HOLDERS. The Company and the Trustee may
amend this Indenture or the Securities without notice to any Securityholder but
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities. However, without the consent of each
Securityholder affected thereby an amendment or waiver may not:

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

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

                                       77
<Page>

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

          (d)  reduce the premium payable upon the redemption or repurchase of
     any Security in accordance with Article III or Section 4.06 or 4.09;

          (e)  at any time after a Change of Control or an Asset Sale has
     occurred, change the time at which the Change of Control Offer or
     Prepayment Offer relating thereto must be made or at which the Securities
     must be repurchased pursuant to such Change of Control Offer or Prepayment
     Offer;

          (f)  make any Security payable in a currency other than that stated in
     the Security;

          (g)  make any change in any Subsidiary Guarantee that would adversely
     affect the Securityholders;

          (h)  impair the right of any Holder to institute suit for enforcement
     of any payment on or with respect to such Holder's Securities or any
     Subsidiary Guarantee;

          (i)  release any security that may have been granted to the Trustee in
     respect of the Securities;

          (j)  make any change in Section 6.04 or 6.07 or the second sentence of
     this Section; and

          (k)  cause the Company or any Subsidiary Guarantor to be required to
     make any deduction or withholding from payments made under or with respect
     to the Securities or any Subsidiary Guarantee.

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

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

     SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this
Indenture or the Securities shall comply with the TIA as then in effect.

     SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A consent to
an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment

                                       78
<Page>

or waiver becomes effective, it shall bind every Securityholder. An amendment or
waiver becomes effective upon the execution of such amendment or waiver by the
Trustee.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

     SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

     SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any
amendment authorized pursuant to this Article IX if such amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel of the Company stating
that such amendment is authorized or permitted by this Indenture.

     SECTION 9.07. PAYMENT FOR CONSENT. Neither the Company nor any Affiliate of
the Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE X
                              SUBSIDIARY GUARANTEES

     SECTION 10.01. SUBSIDIARY GUARANTEE. Each Subsidiary Guarantor hereby
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns, (a) the full and punctual payment of
principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all other obligations of
the Company under this Indenture and the Securities (all the foregoing being
hereinafter collectively

                                       79
<Page>

called the "Obligations"). Each Subsidiary Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor
will remain bound under this Article X notwithstanding any extension or renewal
of any Obligation.

     Each Subsidiary Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of each Subsidiary
Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Securities or
any other agreement or otherwise; (ii) any extension or renewal of any thereof;
(iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Securities or any other agreement; (iv) the
release of any security held by any Holder or the Trustee for the Obligations or
any of them; (v) the failure of any Holder or the Trustee to exercise any right
or remedy against any other guarantor of the Obligations; or (vi) any change in
the ownership of such Subsidiary Guarantor.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Obligations.

     Except as expressly set forth in Sections 8.01(b), 10.03 and 10.07, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of such Subsidiary Guarantor or would otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of or interest on any
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against any Subsidiary
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Obligation when and

                                       80
<Page>

as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Obligation, each
Subsidiary Guarantor hereby promises to and will, upon receipt of written demand
by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or
the Trustee an amount equal to the sum of (A) the unpaid amount of such
Obligations, (B) accrued and unpaid interest on such Obligations (but only to
the extent not prohibited by law) and (C) all other monetary Obligations of the
Company to the Holders and the Trustee.

     Each Subsidiary Guarantor agrees that it shall not be entitled to any right
of subrogation in respect of any Obligations guaranteed hereby until payment in
full in cash of all Obligations. Each Subsidiary Guarantor further agrees that,
as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated
as provided in Article VI for the purposes of such Subsidiary Guarantor's
Subsidiary Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article VI, such Obligations (whether or not due
and payable) shall forthwith become due and payable by such Subsidiary Guarantor
for the purposes of this Section.

     Each Subsidiary Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section.

     SECTION 10.02. CONTRIBUTION. Each of the Company and any Subsidiary
Guarantor (each a "CONTRIBUTING PARTY") agrees that, in the event a payment
shall be made by any Subsidiary Guarantor under its Subsidiary Guarantee (the
"CLAIMING GUARANTOR"), each Contributing Party shall indemnify the Claiming
Guarantor in an amount equal to the amount of such payment multiplied by a
fraction, the numerator of which shall be the net worth of the Contributing
Party on the date hereof and the denominator of which shall be the aggregate net
worth of the Company and all the Subsidiary Guarantors on the date hereof (or,
in the case of any Subsidiary Guarantor becoming a party hereto pursuant to
Section 9.01, the date of the amendment hereto executed and delivered by such
Subsidiary Guarantor).

     SECTION 10.03. SUCCESSORS AND ASSIGNS. This Article X shall be binding upon
the Company and each Subsidiary Guarantor and each of their respective
successors and assigns and shall enure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

     SECTION 10.04. NO WAIVER. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article X shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other

                                       81
<Page>

rights, remedies or benefits which either may have under this Article X at law,
in equity, by statute or otherwise.

     SECTION 10.05. MODIFICATION. No modification, amendment or waiver of any
provision of this Article X, nor the consent to any departure by the Company or
any Subsidiary Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Company or any Subsidiary Guarantor
in any case shall entitle the Company or such Subsidiary Guarantor to any other
or further notice or demand in the same, similar or other circumstances.

     SECTION 10.06. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE SUBSIDIARY
GUARANTORS. Each Subsidiary which is required to become a Subsidiary Guarantor
pursuant to Section 4.13 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Subsidiary Guarantor under this Article X and shall
guarantee the Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of
Counsel to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary and that, subject to the application
of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and
other similar laws relating to creditors' rights generally and to the principles
of equity, whether considered in a proceeding at law or in equity, the
Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against such Subsidiary
Guarantor in accordance with its terms.

                                   ARTICLE XI
                                  MISCELLANEOUS

     SECTION 11.01. TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

     SECTION 11.02. NOTICES. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail or sent by facsimile (with a
hard copy delivered in person or by mail promptly thereafter) and addressed as
follows:

                                       82
<Page>

     if to the Company or any Subsidiary Guarantor:

          Forest Oil Corporation
          1600 Broadway
          Suite 2200
          Denver, CO 80202-4722
          Telecopy No: (303) 812-1510
          Attention of Newton W. Wilson, III

     if to the Trustee:

          State Street Bank and
          Trust Company
          Goodwin Square
          225 Asylum Street; 23rd Floor
          Hartford, CT 06103
          Attention of Corporate Trust Department

     The Company or any Subsidiary Guarantor, on the one hand, or the Trustee,
on the other hand, by notice to the other may designate additional or different
addresses for subsequent notices or communications.

     Any notice or communication mailed to a Securityholder shall be mailed to
the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

     SECTION 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

     SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

          (a)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (b)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

                                       83
<Page>

     SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

     SECTION 11.06. WHEN SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

     SECTION 11.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The
Registrar, the Paying Agent and any co-registrar may make reasonable rules for
their functions.

     SECTION 11.08. LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a Sunday or
a day on which banking institutions are not required to be open in the State of
New York or the city in which the Trustee's office which administers the
Indenture is located. If a payment date is a Legal Holiday, payment shall be
made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.

     SECTION 11.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 11.10. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company or any Subsidiary Guarantor shall not have
any liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a

                                       84
<Page>

Security, each Securityholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Securities.

     SECTION 11.11. SUCCESSORS. All agreements of the Company in this Indenture
and the Securities shall bind their successors. All agreements of the Trustee in
this Indenture shall bind its successors.

     SECTION 11.12. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

     SECTION 11.13. TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

     SECTION 11.14. CONSENT TO JURISDICTION AND SERVICE. The Company irrevocably
submits to the jurisdiction of any United States federal or state court located
in the Borough of Manhattan in The City of New York, New York over any suit,
action or proceeding arising out of or relating to this Indenture or any
Security. The Company irrevocably waives, to the fullest extent permitted by
law, any objection which it may have to the laying of the venue of any such
suit, action or proceeding brought in such a court and any claim that any suit,
action or proceeding brought in such a court has been brought in an inconvenient
forum. The Company agrees that final judgment in any such suit, action or
proceeding brought in such a court shall be conclusive and binding upon the
Company and may be enforced in any courts to the jurisdiction of which the
Company is subject by a suit upon such judgment, PROVIDED that service of
process is effected upon the Company in the manner specified in Section 11.14(b)
hereof or as otherwise permitted by law.

     (a)  As long as any of the Securities remain outstanding, the Company will
at all times have an authorized agent in the Borough of Manhattan, The City of
New York, New York upon whom process may be served in any legal action or
proceeding arising out of or relating to this Indenture or any Security. Service
of process upon such agent shall be deemed in every respect effective service of
process upon the Company in any such legal action or proceeding. The Company
hereby irrevocably appoints CT Corporation System, whose address is, as of the
date hereof, 1633 Broadway, New York, New York 10019, as its agent for such
purpose and covenants and agrees that service of process in any such legal
action or proceeding may be made upon it at the office of such agent at said
address (or at such other address in the Borough of Manhattan, The City of New
York, New York as the Company may designate by written notice to the Trustee).

     (b)  The Company hereby consents to process being served in any suit,
action or proceeding of the nature referred to in Section 11.14(a) and Section
11.14(b) hereof by service upon such agent. The Company irrevocably waives, to
the fullest extent permitted by law, all claim of error by reason of any such
service and agrees that such service (i) shall be deemed in every respect
effective service of process upon the Company in any such suit, action or

                                       85
<Page>

proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service.

     (c)  Nothing in this Section shall affect the right of the Trustee or any
Holder to serve process in any manner permitted by law or limit the right of the
Trustee to bring proceedings against the Company in the courts of any
jurisdiction or jurisdictions.


                                       86
<Page>

     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


                                        FOREST OIL CORPORATION


                                        By: /s/ David H. Keyte
                                            -------------------------------
                                            Name:  David H. Keyte
                                            Title: Executive Vice President and
                                                   Chief Financial Officer

                                        STATE STREET BANK AND TRUST COMPANY,
                                        as Trustee


                                        By: /s/ Mark A. Forgetta
                                            -------------------------------
                                            Name:  Mark A. Forgetta
                                            Title: Vice President


                                       87
<Page>

                                                                       EXHIBIT A

           [FORM OF FACE OF INITIAL SECURITY AND ADDITIONAL SECURITY]

                    [Applicable Restricted Securities Legend]
                       [Depository Legend, if applicable]

No. [___]                           Principal Amount $[_____________], as
                                    revised by the Schedule of Increases and
                                    Decreases in Global Security attached hereto

                             CUSIP NO. ____________
                               ISIN: ____________

                             8% Senior Note due 2011

     FOREST OIL CORPORATION, a New York corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum of [     ] Dollars, as revised by
the Schedule of Increases and Decreases in Global Security attached hereto, on
December 15, 2011.

Interest Payment Dates: June 15 and December 15.

Record Dates: June 1 and December 1.

Additional provisions of this Security are set forth on the other side of this
Security.

Dated:  [                   ], 2001


                                        FOREST OIL CORPORATION

                                        By:
                                           --------------------------------
                                        Name:
                                        Title:
CORPORATE SEAL

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

STATE STREET BANK AND
TRUST COMPANY,
as Trustee, certifies
that this is one of the Securities
referred to in the Indenture.

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

SEAL

                                      A-1
<Page>

       [FORM OF REVERSE SIDE OF INITIAL SECURITY AND ADDITIONAL SECURITY]


                             8% Senior Note Due 2011


1.   INTEREST

     Forest Oil Corporation, a New York corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay interest
semiannually on June 15 and December 15 of each year beginning on June 15, 2002.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from December 7, 2001.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

     If (i) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to 90 days after the Issue Date or the Shelf Registration
Statement is not filed with the Commission on or before the Shelf Filing Date,
(ii) the Exchange Offer Registration Statement is not declared effective within
150 days after the Issue Date or the Shelf Registration Statement is not
declared effective within 60 days of the Shelf Filing Date, (iii) the Exchange
Offer is not consummated on or prior to 180 days after the Issue Date, or (iv)
the Shelf Registration Statement is filed and declared effective within 60 days
after the Shelf Filing Date but shall thereafter cease to be effective (at any
time that the Company is obligated to maintain the effectiveness thereof)
without being succeeded within 30 days by an additional Registration Statement
filed and declared effective (each such event referred to in clauses (i) through
(iv), a "REGISTRATION DEFAULT"), the Company will be obligated to pay additional
interest to each Holder of Transfer Restricted Securities, during the period of
one or more such Registration Defaults, in an amount equal to $ 0.192 per week
per $1,000 principal amount of Transfer Restricted Securities held by such
Holder until (i) the applicable Registration Statement is filed, (ii) the
Exchange Offer Registration Statement is declared effective and the Exchange
Offer is consummated, (iii) the Shelf Registration Statement is declared
effective or (iv) the Shelf Registration Statement again becomes effective, as
the case may be. Following the cure of all Registration Defaults, the accrual of
additional interest will cease. Capitalized terms used in this paragraph, but
not otherwise defined herein shall have the meanings ascribed to such terms in
the Exchange and Registration Rights Agreement, [dated as of December 7, 2001
(the "Registration Rights Agreement"), among the Company, J.P. Morgan Securities
Inc., ABN AMRO Incorporated, Salomon Smith Barney Inc., BMO Nesbitt Burns Corp.
and TD Securities (USA) Inc. and the other Initial Purchasers named therein. The
Holder of this Security is entitled to the benefits of the Registration Rights
Agreement].[for Additional Securities, replace with relevant description of
Registration Rights Agreement]

2.   METHOD OF PAYMENT

                                      A-2
<Page>

     The Company will pay interest on the Securities (except defaulted interest)
to the Persons who are registered holders of Securities at the close of business
on the June 1 or December 1 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the holders thereof or, if no U.S. dollar
account maintained by the payee with a bank in the United States is designated
by any holder to the Trustee or the Paying Agent at least 30 days prior to the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion), by mailing a check to the registered address of such holder.
The Company will pay principal, premium, if any, and interest on the Securities
and the Securities will be transferable at the office or agency designated by
the Company within the City and State of New York. In addition, in the event the
Securities do not remain in book-entry form, the Company may pay interest, at
its option, by check mailed to the registered holders of the Securities at their
registered addresses as set forth in the Security Register. No service charge
will be made for any transfer or exchange of Securities, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be payable in connection therewith.

3.   PAYING AGENT AND REGISTRAR

     Initially, State Street Bank and Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

4.   INDENTURE

     The Company issued the Securities under an Indenture dated as of December
7, 2001 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

     The Securities are general unsecured obligations of the Company including
(a) $160,000,000 aggregate principal amount of Securities being offered on the
Issue Date (subject to SECTION 2.09 of the Indenture) and (b) any Additional
Securities. The Initial Securities, Additional Securities, and Exchange
Securities will be treated as a single class of securities under the Indenture.
This Security is one of the [Initial] [Additional] Securities referred to in the
Indenture. The Indenture will contain certain covenants that, among other
things, will limit (i) the incurrence of additional indebtedness by the Company
and its Restricted Subsidiaries (as defined), (ii) the payment of dividends and
other restricted payments by the Company and its Restricted Subsidiaries, (iii)
the creation of restrictions on distributions from Restricted Subsidiaries, (iv)
asset sales, (v) transactions with affiliates, (vi) sales or issuances of

                                      A-3
<Page>

Restricted Subsidiary capital stock, (vii) the incurrence of liens and (viii)
mergers and consolidations. All such limitations and prohibitions, however, are
subject to a number of important qualifications and exceptions.

     To guarantee the due and punctual payment of the principal and interest, if
any, on the Securities and all other amounts payable by the Company under the
Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Subsidiary Guarantors will guarantee the
Obligations on a senior basis pursuant to the terms of the Indenture.

5.   OPTIONAL REDEMPTION

     The Securities will be redeemable, at the option of the Company, at any
time in whole, or from time to time in part, upon not less than 30 and not more
than 60 days' prior notice mailed to each Holder of Securities to be so redeemed
at such Holder's registered address, at a redemption price equal to the greater
of

     o    100% of the principal amount of the Securities to be redeemed; and

     o    the sum of the present values of the remaining scheduled payments
          thereon consisting of principal and interest, exclusive of interest
          accrued to the date of redemption, at the rate in effect on the date
          of calculation of the redemption price, discounted to the date of
          redemption on a semiannual basis (assuming a 360-day year consisting
          of twelve 30-day months) at the applicable Treasury Yield (as defined
          below), plus 50 basis points;

plus, in either case, accrued interest to the date of redemption.

     For purposes of determining the optional redemption price, the following
definitions are applicable:

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

     "Comparable Treasury Price" means, with respect to any redemption date,

     (a)  the bid price for the Comparable Treasury Issue (expressed as a
          percentage of its principal amount) at 4:00 p.m. on the third business
          day preceding that redemption date, as set forth on "Telerate Page
          500" (or such other page as may replace Telerate Page 500); or

     (b)  if Telerate Page 500 (or any successor page) is not displayed or does
          not contain bid prices for the Comparable Treasury Issue at that time
          (i) the average of the Reference Treasury Dealer Quotations obtained
          by the Company for that redemption date, after excluding the highest
          and lowest of all Reference Treasury Dealer Quotations obtained, or
          (ii) if the Company obtains fewer than four such Reference Treasury


                                      A-4
<Page>

          Dealer Quotations, the average of all Reference Treasury Dealer
          Quotations obtained by the Company.

     "Independent Investment Banker" means J.P. Morgan Securities Inc. (and its
successors) or, if such firm is unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.

     "Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc., and its
successors, unless it ceases to be a primary U.S. government securities dealer
in New York City (a "Primary Treasury Dealer"), in which case the Company shall
substitute therefor another Primary Treasury Dealer and (ii) any other Primary
Treasury Dealer selected by the Company.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, an average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue for
the Securities, expressed in each case as a percentage of its principal amount,
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such Redemption Date.

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity, computed as of the
third business day immediately preceding the Redemption Date, of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as
a percentage of its principal amount, equal to the applicable Comparable
Treasury Price for such Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then by lot, provided that (i)
Securities and portions thereof that the Trustee selects shall be in amounts of
$1,000 or an integral multiple of $1,000 and (ii) no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000. If any Security is to be redeemed in part only, the notice of
redemption relating to such Security shall state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the redemption date,
interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the redemption price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

     The calculation of the optional redemption price shall be made by the
Company in accordance with this Section 5. Upon such determination, the Company
shall deliver to the Trustee, at its Corporate Trust Office, an Officers'
Certificate setting forth the optional redemption price on all Securities to be
redeemed, and the Trustee shall rely solely upon, and shall be fully protected
in relying upon, such Officers' Certificate, in all matters concerning the
optional redemption price.

                                      A-5
<Page>

6.   PUT PROVISIONS

     Upon a Change of Control, any Holder of Securities will have the right to
cause the Company to repurchase all or any part of the Securities of such Holder
at a repurchase price equal to 101% of the principal amount of the Securities to
be repurchased plus accrued and unpaid interest, if any, to the date of
repurchase (subject to the right of holders of record on the relevant record
date to receive interest due on the related interest payment date) as provided
in, and subject to the terms of, the Indenture.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.

8.   PERSONS DEEMED OWNERS

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

10.  DISCHARGE AND DEFEASANCE

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.  AMENDMENT, WAIVER

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal

                                      A-6
<Page>

amount outstanding of the Securities. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article V of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities or
to secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder.

12.  DEFAULTS AND REMEDIES

     The Securities shall be subject to the Events of Default set forth in
Article VI of the Indenture.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power.

13.  TRUSTEE DEALINGS WITH THE COMPANY

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

14.  NO RECOURSE AGAINST OTHERS

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

15.  AUTHENTICATION

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

16.  ABBREVIATIONS

                                      A-7
<Page>

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

17.  CUSIP NUMBERS

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

18.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

     THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

     ATTENTION OF:  Forest Oil Corporation
                    1600 Broadway, Suite 2200
                    Denver, CO 80202-4722


                                      A-8
<Page>

                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

     ----------------------------------------------------------------
     (Insert assignee's soc. sec. or tax I.D. No.)

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

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


Date:                                   Your signature:
     -------------------------------                   ------------------------

Signature Guarantee:
                    -----------------------------------------------------------
                         (Signature must be guaranteed)


-------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

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.

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

1 / /     acquired for the undersigned's own account, without transfer; or

2 / /     transferred to the Company; or

3 / /     transferred pursuant to and in compliance with Rule 144A under the
          Securities Act of 1933, as amended (the "Securities Act"); or

4 / /     transferred pursuant to an effective registration statement under the
          Securities Act; or

5 / /     transferred pursuant to and in compliance with Regulation S under the

                                      A-9
<Page>

          Securities Act; or

6 / /     transferred to an institutional "accredited investor" (as defined in
          Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
          furnished to the Trustee a signed letter containing certain
          representations and agreements (the form of which letter appears as
          SECTION 2.07 of the Indenture); or

7 / /     transferred pursuant to another available exemption from the
          registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


                                        ------------------------------
                                        Signature

Signature Guarantee:


------------------------------          ------------------------------
(Signature must be guaranteed)          Signature


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.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


---------------------------
Dated:

                                      A-10
<Page>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The following increases or decreases in this Global Security have been
made:

<Table>
<Caption>

               Amount of decrease in    Amount of increase in    Principal Amount of this      Signature of authorized
Date of         Principal Amount of      Principal Amount of      Global Security following    signatory of Trustee or
Exchange       this Global Security     this Global Security     such decrease or increase      Securities Custodian
-------        ---------------------    ---------------------    --------------------------    -----------------------
<S>            <C>                      <C>                      <C>                           <C>



</Table>


                                      A-11
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to SECTION 4.06 or 4.09 of the Indenture, check either box:

               / /  4.06      / / 4.09

     If you want to elect to have only part of this Security purchased by the
Company pursuant to SECTION 4.06 or 4.09 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $


Date:                  Your Signature
     ----------------                ------------------------------------------
                                     (Sign exactly as your name appears on the
                                             other side of the Security)


Signature Guarantee:
                    -----------------------------------------------------------
                                     (Signature must be guaranteed)

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-12
<Page>

                                                                       EXHIBIT B

                       [FORM OF FACE OF EXCHANGE SECURITY]

                       [Depository Legend, if applicable]

No. [___]                           Principal Amount $[_____________], as
                                    revised by the Schedule of Increases and
                                    Decreases in Global Security attached hereto

                             CUSIP NO. ____________
                               ISIN: ____________

                            8% Senior Notes due 2011

     FOREST OIL CORPORATION, a New York corporation, promises to pay to
[__________], or registered assigns, the principal sum of [_______________]
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on December 15, 2011.

     Interest Payment Dates: June 15 and December 15
     Record Dates: June 1 and December 1

     Additional provisions of this Security are set forth on the other side of
this Security.

Dated:  ____, 20__

                                        FOREST OIL CORPORATION


                                        By:
                                           ------------------------------
                                           Name:
                                           Title:

CORPORATE SEAL
TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY as Trustee, certifies that this is one of
the Securities referred to in the Indenture.


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

    SEAL

                                      B-1
<Page>

                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                             8% Senior Note Due 2011


1.   INTEREST

     Forest Oil Corporation, a New York corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay interest
semiannually on June 15 and December 15 of each year beginning on June 15, 2002.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from December 7, 2001.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

2.   METHOD OF PAYMENT

     The Company will pay interest on the Securities (except defaulted interest)
to the Persons who are registered holders of Securities at the close of business
on the June 1 or December 1 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the holders thereof or, if no U.S. dollar
account maintained by the payee with a bank in the United States is designated
by any holder to the Trustee or the Paying Agent at least 30 days prior to the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion), by mailing a check to the registered address of such holder.
The Company will pay principal, premium, if any, and interest on the Securities
and the Securities will be transferable at the office or agency designated by
the Company within the City and State of New York. In addition, in the event the
Securities do not remain in book-entry form, the Company may pay interest, at
its option, by check mailed to the registered holders of the Securities at their
registered addresses as set forth in the Security Register. No service charge
will be made for any transfer or exchange of Securities, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be payable in connection therewith.

3.   PAYING AGENT AND REGISTRAR

     Initially, State Street Bank and Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

                                      B-2
<Page>

4.   INDENTURE

     The Company issued the Securities under an Indenture dated as of December
7, 2001 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

     The Securities are general unsecured obligations of the Company including
(a) $160,000,000 aggregate principal amount of Securities being offered on the
Issue Date (subject to SECTION 2.09 of the Indenture) and (b) any Additional
Securities. The Initial Securities, Additional Securities, and Exchange
Securities will be treated as a single class of securities under the Indenture.
This Security is one of the Exchange Securities referred to in the Indenture.
The Indenture will contain certain covenants that, among other things, will
limit (i) the incurrence of additional indebtedness by the Company and its
Restricted Subsidiaries (as defined), (ii) the payment of dividends and other
restricted payments by the Company and its Restricted Subsidiaries, (iii) the
creation of restrictions on distributions from Restricted Subsidiaries, (iv)
asset sales, (v) transactions with affiliates, (vi) sales or issuances of
Restricted Subsidiary capital stock, (vii) the incurrence of liens and (viii)
mergers and consolidations. All such limitations and prohibitions, however, are
subject to a number of important qualifications and exceptions.

     To guarantee the due and punctual payment of the principal and interest, if
any, on the Securities and all other amounts payable by the Company under the
Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Subsidiary Guarantors will guarantee the
Obligations on a senior basis pursuant to the terms of the Indenture.

5.   OPTIONAL REDEMPTION

     The Securities will be redeemable, at the option of the Company, at any
time in whole, or from time to time in part, upon not less than 30 and not more
than 60 days' prior notice mailed to each Holder of Securities to be so redeemed
at such Holder's registered address, at a redemption price equal to the greater
of

     o    100% of the principal amount of the Securities to be redeemed; and

     o    the sum of the present values of the remaining scheduled payments
          thereon consisting of principal and interest, exclusive of interest
          accrued to the date of redemption, at the rate in effect on the date
          of calculation of the redemption price, discounted to the date of
          redemption on a semiannual basis (assuming a 360-day year consisting
          of twelve 30-day months) at the applicable Treasury Yield (as defined
          below), plus 50 basis points;

plus, in either case, accrued interest to the date of redemption.

                                      B-3
<Page>

     For purposes of determining the optional redemption price, the following
definitions are applicable:

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

     "Comparable Treasury Price" means, with respect to any redemption date,

     (c)  the bid price for the Comparable Treasury Issue (expressed as a
          percentage of its principal amount) at 4:00 p.m. on the third business
          day preceding that redemption date, as set forth on "Telerate Page
          500" (or such other page as may replace Telerate Page 500); or

     (d)  if Telerate Page 500 (or any successor page) is not displayed or does
          not contain bid prices for the Comparable Treasury Issue at that time
          (i) the average of the Reference Treasury Dealer Quotations obtained
          by the Company for that redemption date, after excluding the highest
          and lowest of all Reference Treasury Dealer Quotations obtained, or
          (ii) if the Company obtains fewer than four such Reference Treasury
          Dealer Quotations, the average of all Reference Treasury Dealer
          Quotations obtained by the Company.

     "Independent Investment Banker" means J.P. Morgan Securities Inc. (and its
successors) or, if such firm is unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.

     "Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc., and its
successors, unless it ceases to be a primary U.S. government securities dealer
in New York City (a "Primary Treasury Dealer"), in which case the Company shall
substitute therefor another Primary Treasury Dealer and (ii) any other Primary
Treasury Dealer selected by the Company.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, an average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue for
the Securities, expressed in each case as a percentage of its principal amount,
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such Redemption Date.

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity, computed as of the
third business day immediately preceding the Redemption Date, of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue, expressed as
a percentage of its principal amount, equal to the applicable Comparable
Treasury Price for such Redemption Date.

                                      B-4
<Page>

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then by lot, provided that (i)
Securities and portions thereof that the Trustee selects shall be in amounts of
$1,000 or an integral multiple of $1,000 and (ii) no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000. If any Security is to be redeemed in part only, the notice of
redemption relating to such Security shall state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security. On and after the redemption date,
interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the redemption price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

     The calculation of the optional redemption price shall be made by the
Company in accordance with this Section 5. Upon such determination, the Company
shall deliver to the Trustee, at its Corporate Trust Office, an Officers'
Certificate setting forth the optional redemption price on all Securities to be
redeemed, and the Trustee shall rely solely upon, and shall be fully protected
in relying upon, such Officers' Certificate, in all matters concerning the
optional redemption price.

6.   PUT PROVISIONS

     Upon a Change of Control, any Holder of Securities will have the right to
cause the Company to repurchase all or any part of the Securities of such Holder
at a repurchase price equal to 101% of the principal amount of the Securities to
be repurchased plus accrued and unpaid interest, if any, to the date of
repurchase (subject to the right of holders of record on the relevant record
date to receive interest due on the related interest payment date) as provided
in, and subject to the terms of, the Indenture.

7.   DENOMINATIONS; TRANSFER; EXCHANGE

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed or 15 days before an
interest payment date.

8.   PERSONS DEEMED OWNERS

                                      B-5
<Page>

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

9.   UNCLAIMED MONEY

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

10.  DISCHARGE AND DEFEASANCE

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.  AMENDMENT, WAIVER

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Securityholder, the Company and the Trustee may amend the
Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article V of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to comply with any request of the SEC in connection with qualifying
the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Securityholder.

12.  DEFAULTS AND REMEDIES

     The Securities shall be subject to the Events of Default set forth in
Article VI of the Indenture.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power.

13.  TRUSTEE DEALINGS WITH THE COMPANY

                                      B-6
<Page>

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

14.  NO RECOURSE AGAINST OTHERS

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

15.  AUTHENTICATION

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

16.  ABBREVIATIONS

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

17.  CUSIP NUMBERS

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

18.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

     THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                                      B-7
<Page>

          ATTENTION OF:  Forest Oil Corporation
                         1600 Broadway, Suite 2200
                         Denver, CO 80202-4722


                                      B-8
<Page>

                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

     ---------------------------------------------------------------------------
     (Insert assignee's soc. sec. or tax I.D. No.)

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


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

Date:                           Your signature:
     --------------------------                --------------------------------

Signature Guarantee:
                    -----------------------------------------------------------
                                    (Signature must be guaranteed)


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

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.

                                      B-9
<Page>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]
              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The following increases or decreases in this Global Security have been
made:

<Table>
<Caption>

               Amount of decrease in    Amount of increase in    Principal Amount of this      Signature of authorized
Date of         Principal Amount of      Principal Amount of      Global Security following    signatory of Trustee or
Exchange       this Global Security     this Global Security     such decrease or increase      Securities Custodian
-------        ---------------------    ---------------------    --------------------------    -----------------------
<S>            <C>                      <C>                      <C>                           <C>



</Table>


                                      B-10
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to SECTION 4.06 or 4.09 of the Indenture, check either box:

               / / 4.06            / / 4.09


     If you want to elect to have only part of this Security purchased by the
Company pursuant to SECTION 4.06 or 4.09 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $



Date:                  Your Signature
      ----------------               -------------------------------------------
                                      (Sign exactly as your name appears on the
                                               other side of the Security)



Signature Guarantee:
                    -----------------------------------------------------------
                                  (Signature must be guaranteed)

     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


                                      B-11
<Page>

                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, among [SUBSIDIARY GUARANTOR] (the "New Subsidiary
Guarantor"), a subsidiary of Forest Oil Corporation (or its successor), a New
York corporation (the "Company"), FOREST OIL CORPORATION, on behalf of itself
and the Subsidiary Guarantors (the "Existing Subsidiary Guarantors") under the
Indenture referred to below, and STATE STREET BANK AND TRUST COMPANY, as trustee
under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

     WHEREAS the Company has heretofore executed and delivered to the Trustee an
Indenture (the "Indenture") dated as of December 7, 2001, providing for the
issuance of 8% Senior Notes due 2011 (the "Securities").

     WHEREAS Section 4.13 of the Indenture provides that under certain
circumstances the Company is required to cause the New Subsidiary Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Subsidiary Guarantor shall unconditionally guarantee all the Company's
obligations under the Securities pursuant to a Subsidiary Guarantee on the terms
and conditions set forth herein; and

     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company
and the Existing Subsidiary Guarantors are authorized to execute and deliver
this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:

     1.   AGREEMENT TO GUARANTEE. The New Subsidiary Guarantor hereby agrees,
jointly and severally with all other Subsidiary Guarantors, to unconditionally
guarantee the Company's obligations under the Securities on the terms and to be
bound by all other applicable provisions of the Indenture.

     2.   RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

     3.   GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO

                                      C-1
<Page>

APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     4.   TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.

     5.   COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     6.   EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not effect the construction thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


                                        [NEW SUBSIDIARY GUARANTOR],


                                        By
                                          ------------------------------------
                                          Name:
                                          Title:


                                        FOREST OIL CORPORATION,


                                        By
                                          ------------------------------------
                                          Name:
                                          Title:


                                        STATE STREET BANK AND TRUST COMPANY,
                                        as Trustee,


                                        By
                                          ------------------------------------
                                          Name:
                                          Title:


                                      C-2