<Page>

                                                                     Exhibit 4.1

Reconciliation and tie between Indenture, between Edison Mission Energy and
The Bank of New York, dated as of August 10, 2001 (the "Indenture"), and the
Trust Indenture Act of 1939. This reconciliation does not constitute part of
the Indenture.

<Table>
<Caption>

   Trust Indenture Act of 1939 Section               Indenture Section
   -----------------------------------               -----------------
   <S>                                               <C>

               310(a)(1)                                     5.8
               310(a)(2)                                     5.8
               312(a)                                        2.5
               313                                           5.12
               314(a)(1)                                     3.4
                  (a)(2)                                     3.4
                  (a)(3)                                     5.12
                  (a)(4)                                     3.3
                  (c)(1)                                    11.5
                  (c)(2)                                    11.5
                  (e)                                       11.5
               315(a)                                        5.1(a)
                  (c)                                        5.1
                  (d)                                        5.1(a)
               316(a)(1)                                     4.8
                  (b)                                        4.10
                  (c)                                        6.2
               317(a)                                        4.2
                  (b)                                        2.4
               318(a)                                       11.10

</Table>

<Page>

                                                                  EXECUTION COPY


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





                                    INDENTURE


                         DATED AS OF AUGUST 10, 2001,


                                     between


                              EDISON MISSION ENERGY


                                       and


                              THE BANK OF NEW YORK,


                                   as Trustee





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

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----

<S>                                                                                                             <C>
ARTICLE 1 DEFINITIONS.............................................................................................1
         Section 1.1       Certain Terms Defined..................................................................1

ARTICLE 2 THE NOTES...............................................................................................9
         Section 2.1       Form and Dating........................................................................9
         Section 2.2       Execution and Authentication...........................................................10
         Section 2.3       Registrar and Paying Agent.............................................................10
         Section 2.4       Paying Agent to Hold Money in Trust....................................................11
         Section 2.5       Holder Lists...........................................................................11
         Section 2.6       Transfer and Exchange..................................................................12
         Section 2.7       Replacement Notes......................................................................24
         Section 2.8       Outstanding Notes......................................................................25
         Section 2.9       Temporary Notes........................................................................25
         Section 2.10      Cancellation...........................................................................25
         Section 2.11      Defaulted Interest.....................................................................25

ARTICLE 3 COVENANTS OF THE COMPANY................................................................................26
         Section 3.1       Payment of Principal and Interest......................................................26
         Section 3.2       Appointment to Fill Vacancy in Office of Trustee.......................................26
         Section 3.3       Certificate to Trustee, Notices of Defaults............................................26
         Section 3.4       Reports by the Company.................................................................27
         Section 3.5       Restrictions on Liens..................................................................27
         Section 3.6       Maintenance of Corporate Existence.....................................................29
         Section 3.7       Taxes..................................................................................29
ARTICLE 4 EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND NOTEHOLDERS...........................................29
         Section 4.1       Event of Default Defined; Acceleration of Maturity; Waiver of Default..................29
         Section 4.2       Collection of Indebtedness by Trustee; Trustee May Prove Debt..........................31
         Section 4.3       Application of Proceeds................................................................33
         Section 4.4       Suits for Enforcement..................................................................34
         Section 4.5       Restoration of Rights on Abandonment of Proceedings....................................34
         Section 4.6       Limitations of Suits by Noteholders....................................................34
         Section 4.7       Powers and Remedies Cumulative, Delay or Omission Not Waiver of Default................35
         Section 4.8       Control by Noteholders.................................................................35
         Section 4.9       Waiver of Past Defaults................................................................36
         Section 4.10      Rights of Holders to Receive Payment...................................................36


                                       i
<Page>

ARTICLE 5 CONCERNING THE TRUSTEE..................................................................................36
         Section 5.1       Duties and Responsibilities of the Trustee During Default and Prior to Default.........36
         Section 5.2       Certain Rights of the Trustee..........................................................37
         Section 5.3       Trustee Not Responsible for Recitals, Disposition of Notes or Application of
                           Proceeds Thereof.......................................................................39
         Section 5.4       Trustee and Agents May Hold Notes; Collections, Etc....................................39
         Section 5.5       Moneys Held by Trustee.................................................................39
         Section 5.6       Compensation and Indemnification of Trustee and Its Prior Claim........................40
         Section 5.7       Right of Trustee to Rely on Officers' Certificate, Etc.................................40
         Section 5.8       Persons Eligible for Appointment as Trustee............................................40
         Section 5.9       Resignation and Removal, Appointment of Successor Trustee..............................41
         Section 5.10      Acceptance of Appointment by Successor Trustee.........................................42
         Section 5.11      Merger, Conversion, Consolidation or Succession to Business of Trustee.................42
         Section 5.12      Reports by Trustee.....................................................................43
         Section 5.13      No Liability for Clean-up of Hazardous Materials.......................................43
         Section 5.14      Appointment of Co-Trustee..............................................................43
         Section 5.15      Individual Rights of Trustee...........................................................44

ARTICLE 6 CONCERNING THE NOTEHOLDERS..............................................................................44
         Section 6.1       Evidence of Action Taken by Noteholders................................................44
         Section 6.2       Proof of Execution of Instruments and of Holding of Notes Record Date..................45
         Section 6.3       Holders to Be Treated as Owners........................................................45
         Section 6.4       Notes Owned by Company Deemed Not Outstanding..........................................45
         Section 6.5       Right of Revocation of Action Taken....................................................46

ARTICLE 7 SUPPLEMENTAL INDENTURES.................................................................................46
         Section 7.1       Supplemental Indentures Without Consent of Noteholders.................................46
         Section 7.2       Supplemental Indentures With Consent of Noteholders....................................47
         Section 7.3       Effect of Supplemental Indenture.......................................................48
         Section 7.4       Documents to Be Given to Trustee.......................................................48
         Section 7.5       Notation of Notes in Respect of Supplemental Indentures................................48

ARTICLE 8 MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE........................................................49
         Section 8.1       Covenant Not to Merge, Consolidate, Sell, Lease or Transfer Assets Except
                           Under Certain Conditions...............................................................49
         Section 8.2       Successor Corporation Substituted......................................................49
         Section 8.3       Opinion of Counsel to Trustee; Officers' Certificate...................................50

ARTICLE 9 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS...............................................50
         Section 9.1       Satisfaction and Discharge of Indenture................................................50
         Section 9.2       Application by Trustee of Funds Deposited for Payment of Notes.........................51
         Section 9.3       Repayment of Moneys Held by Paying Agent...............................................51


                                      ii
<Page>

         Section 9.4       Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years..............51
         Section 9.5       Defeasance and Discharge of Indenture..................................................52
         Section 9.6       Defeasance of Certain Obligations......................................................53

ARTICLE 10 REDEMPTION OF NOTES....................................................................................54
         Section 10.1      Optional Redemption....................................................................54
         Section 10.2      Notes Redeemed in Part.................................................................54
         Section 10.3      Notice of Redemption...................................................................55
         Section 10.4      Notes Selected For Redemption..........................................................55
         Section 10.5      Payment of Notes Called for Redemption.................................................56

ARTICLE 11 MISCELLANEOUS PROVISIONS...............................................................................56
         Section 11.1      Incorporators, Shareholders, Officers, Directors and Employees of Company
                           Exempt from Individual Liability.......................................................56
         Section 11.2      Provisions of the Indenture for the Sole Benefit of Parties and Noteholders............56
         Section 11.3      Successors and Assigns of Company Bound by Indenture...................................57
         Section 11.4      Notices and Demands on Company, Trustee and Noteholders................................57
         Section 11.5      Statements to Be Contained in Officers' Certificates and Opinions of Counsel...........57
         Section 11.6      Payments Due on Saturdays, Sundays and Holidays........................................58
         Section 11.7      New York Law to Govern.................................................................58
         Section 11.8      Counterparts...........................................................................59
         Section 11.9      Effect of Headings.....................................................................59
         Section 11.10     Trust Indenture Act....................................................................59
         Section 11.11     Waiver of Jury Trial...................................................................59
</Table>

                                                     EXHIBITS

Exhibit A              FORM OF NOTE
Exhibit B              FORM OF CERTIFICATE OF TRANSFER
Exhibit C              FORM OF CERTIFICATE OF EXCHANGE
Exhibit D              FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                       INVESTOR


                                      iii
<Page>

      INDENTURE, dated as of August 10, 2001, between EDISON MISSION ENERGY, a
California corporation (the "COMPANY"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the "TRUSTEE").

                             W I T N E S S E T H:

      WHEREAS, the Company has duly authorized the issue of its senior notes
(the "NOTES"), and to provide, among other things, for the authentication,
delivery and administration thereof, the Company has duly authorized the
execution and delivery of this Indenture; and

      WHEREAS, all things necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee as in this Indenture
provided, the valid, binding and legal obligations of the Company, and to
constitute these presents a valid Indenture and agreement according to its
terms, have been done;

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Notes by the
Holders (as defined herein) thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
Holders from time to time of the Notes as follows:

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.1     CERTAIN TERMS DEFINED.

      The following terms (except as otherwise expressly provided) for all
purposes of this Indenture shall have the respective meanings specified in this
Section. All accounting terms used herein and not expressly defined shall have
the meanings given to them in accordance with GAAP (as defined herein). The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article include the plural as well as the
singular.

      "144A GLOBAL NOTE" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "ADDITIONAL NOTES" means Notes (other than the Initial Notes) issued under
this Indenture in accordance with Section 2.2 hereof, as part of the same series
as the Initial Notes.

      "AFFILIATE" has the meaning set forth in the Registration Rights
Agreement.

      "AGENT" means any Registrar, Paying Agent or co-registrar.

<Page>

      "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

      "AUTHENTICATION ORDER" has the meaning set forth in SECTION 2.2 hereof.

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

      "BOARD OF DIRECTORS" means either the board of directors of the Company or
any committee of such board duly authorized to act on behalf of such board.

      "BROKER-DEALER" means any broker or dealer registered under the Exchange
Act.

      "BUSINESS DAY" means a day which is neither a legal holiday nor a day on
which banking institutions (including, without limitation, the Federal Reserve
System) are authorized or required by law or regulation to close in The City of
New York.

      "CAPITAL STOCK" means, with respect to any Person, any and all outstanding
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of, or interests in (however designated), the
equity of such Person, including without limitation all Common Stock and
Preferred Stock and partnership and joint venture interests of such Person.

      "CLEARSTREAM" means Clearstream Banking SA.

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

      "COMMON STOCK" means, with respect to any Person, Capital Stock of such
Person that does not rank 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 any other class of
Capital Stock of such Person.

      "COMPANY" means Edison Mission Energy, a California corporation, and,
subject to ARTICLE 8 hereof, its successors and assigns.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by Credit Suisse First Boston Corporation or an affiliate as having a
maturity comparable to the remaining term of the Notes 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 the Notes.


                                       2
<Page>

      "COMPARABLE TREASURY PRICE" means the average of three Reference Treasury
Dealer Quotations provided to the Trustee in respect of the Notes to be redeemed
on the applicable redemption date.

      "CONSOLIDATED NET TANGIBLE ASSETS" means, as of the date of determination
thereof, the total amount of all of the Company's assets, determined on a
consolidated basis in accordance with GAAP as of such date, less the sum of (a)
the Company's consolidated current liabilities determined in accordance with
GAAP, and (b) the Company's assets properly classified as intangible assets in
accordance with GAAP, except for any intangible assets that are distribution or
related contracts with an assignable value.

      "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street Floor 21 West, New York, New
York 10286.

      "CUSTODIAN" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

      "DEFAULT" means any occurrence, circumstance or event, or any combination
thereof, which, with the lapse of time and/or the giving of notice, would
constitute an Event of Default.

      "DEFINITIVE NOTE" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with SECTION 2.6 hereof, substantially
in the form of EXHIBIT A hereto, except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

      "DEPOSITARY" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in SECTION 2.3 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "DTC" has the meaning set forth in SECTION 2.3 hereof.

      "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

      "EVENT OF DEFAULT" means any event or condition specified as such in
SECTION 4.1 hereof that shall have continued for the period of time, if any,
therein designated.

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

      "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant to
SECTION 2.6(f) hereof.

      "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.


                                       3
<Page>

      "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

      "GAAP" means generally accepted accounting principles in the United States
applied on a basis consistent with the principles, methods, procedures and
practices employed in the preparation of the Company's audited financial
statements, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

      "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of EXHIBIT A hereto issued in accordance with SECTION 2.1, 2.6(b)(iv),
2.6(d)(ii) or 2.6(f) hereof.

      "GLOBAL NOTE LEGEND" means the legend set forth in SECTION 2.6(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

      "GOOD FAITH CONTEST" means the contest of an item if (i) the item is
diligently being contested in good faith by appropriate proceedings timely
instituted, (ii) adequate reserves are established in accordance with GAAP with
respect to the contested item, if the contested item individually or when taken
together with all other contested items for which reserves are not at the time
being held could reasonably be expected to result in liability of the Company in
excess of $1,000,000, (iii) during the period of such contest, the enforcement
of any contested item is effectively stayed, unless such enforcement would not
reasonably be expected to result in a Material Adverse Effect, (iv) any Lien
filed in connection therewith shall have been removed from the record by bonding
arrangements by a reputable surety company, or title insurance or cash deposits
are otherwise provided to assure the discharge of the Company's obligation in
connection therewith, provided that such cash deposits, in the aggregate, shall
not exceed $2,000,000, (v) such payment shall have been made as is necessary to
prevent the recordation of a tax deed or other similar instrument conveying the
property of the Company or any portion thereof, (vi) the failure to pay or
comply with the contested item during the period of such Good Faith Contest
would not reasonably be expected to result in a Material Adverse Effect and
(vii) the Company has no knowledge of any actual or proposed deficiency or
additional assessment in connection therewith not otherwise satisfying the
requirements of clauses (i) through (vi).

      "HOLDER," "HOLDER OF NOTES," "NOTEHOLDER" and other similar terms mean the
registered holder of any Note as reflected in the registration records of the
Registrar.

      "INDEBTEDNESS" has the meaning set forth in SECTION 3.5.

      "INDENTURE" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented.

      "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest in a
Global Note through a Participant.


                                       4
<Page>

      "INITIAL NOTES" means the first $400,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "INSTITUTIONAL ACCREDITED INVESTOR" or "IAI" means an institution that is
an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

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

      "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries, taken as a whole, or on the ability of the Company
to perform its obligations under this Indenture, any indenture supplemental
hereto, the Notes, the Registration Rights Agreement or any purchase or
underwriting agreement in respect of the Notes.

      "NON-U.S. PERSON" means a Person who is not a U.S. Person.

      "NOTE" or "NOTES" has the meaning set forth in the recitals above. The
Initial Notes and the Additional Notes shall be treated as a single class for
all purposes under this Indenture.

      "NOTES REGISTER" has the meaning set forth in SECTION 2.3 hereof.

      "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by (a) the Chairman of the Board of Directors, the President or any Vice
President and (b) by the Chief Financial Officer, the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer of the Company and delivered
to the Trustee. Each such certificate shall include the statements provided for
in SECTION 11.5 hereof, if and to the extent required thereby.

      "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company. Each such opinion shall
include the statements provided for in SECTION 11.5 hereof, if and to the extent
required thereby.

      "ORIGINAL ISSUE DATE" of any Note (or portion thereof) means the earlier
of (a) the date of such Note or (b) the date of any Note (or portion thereof) in
exchange for which such Note was issued (directly or indirectly) on registration
of transfer, exchange or substitution.


                                       5
<Page>

      "OUTSTANDING," when used with reference to Notes, means, subject to the
provisions of SECTIONS 2.8 and 6.4 hereof, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

            (i) Notes theretofore canceled by the Trustee or delivered to the
      Trustee for cancellation, or which shall have been paid pursuant to
      SECTION 2.7 hereof (other than any such Notes in respect of which there
      shall have been presented to the Trustee proof satisfactory to it that
      such Notes are held by a bona fide purchaser in whose hands the Notes are
      valid obligations of the Company); and

            (ii) Notes, or portions thereof, for the payment or redemption of
      which moneys or direct obligations of the United States of America backed
      by its full faith and credit in the necessary amount shall have been
      deposited in trust with the Trustee or with any paying agent (other than
      the Company) or shall have been set aside, segregated and held in trust by
      the Company (if the Company shall act as its own paying agent), provided
      that if such Notes are to be redeemed prior to the maturity thereof,
      written notice of such redemption shall have been herein provided, or
      provision satisfactory to the Trustee shall have been given as herein
      provided, or provision satisfactory to the Trustee shall have been made
      for giving such notice.

      "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

      "PAYING AGENT" has the meaning set forth in SECTION 2.3 hereof.

      "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

      "PREFERRED STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of preferred or preference Capital Stock of such Person
that is outstanding or issued on or after the date of this Indenture.

      "PRIVATE PLACEMENT LEGEND" means the legend set forth in SECTION 2.6(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "REFERENCE TREASURY DEALER QUOTATION" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by a Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business day preceding the redemption date.


                                       6
<Page>

      "REFERENCE TREASURY DEALERS" means Credit Suisse First Boston Corporation
(so long as it continues to be a primary U.S. Government securities dealer) and
any two other primary U.S. Government securities dealers chosen by the Company.
If Credit Suisse First Boston Corporation ceases to be a primary U.S. Government
securities dealer, the Company will appoint in its place another nationally
recognized investment banking firm that is a primary U.S. Government securities
dealer.

      "REGISTRAR" has the meaning set forth in SECTION 2.3 hereof.

      "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of August 10, 2001, by and among the Company and the other parties
named on the signature pages thereof, as such agreement may be amended, modified
or supplemented from time to time, and, with respect to any Additional Notes,
one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented
from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.

      "REGULATION S" means Regulation S promulgated under the Securities Act.

      "REGULATION S GLOBAL NOTE" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

      "REMAINING SCHEDULED PAYMENTS" means, with respect to each Note that the
Company is redeeming, the remaining scheduled payments of the principal and
interest that would be due after the related redemption date if such Note were
not redeemed. However, if the redemption date is not a scheduled interest
payment date with respect to that Note, the amount of the next succeeding
scheduled interest payment on that Note will be reduced by the amount of
interest accrued on such Note to the redemption date.

      "REPORTING CESSATION" has the meaning set forth in SECTION 3.4 hereof.

      "RESPONSIBLE OFFICER" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

      "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the Private
Placement Legend.

      "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee.


                                       7
<Page>

      "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

      "RULE 144" means Rule 144 promulgated under the Securities Act.

      "RULE 144A" means Rule 144A promulgated under the Securities Act.

      "RULE 903" means Rule 903 promulgated under the Securities Act.

      "RULE 904" means Rule 904 promulgated under the Securities Act.

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

      "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

      "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.

      "TIA" means the Trust Indenture Act of 1939, as amended.

      "TREASURY RATE" means, with respect to any redemption date, an annual rate
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasure Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date. The semiannual equivalent yield to maturity will be
computed as of the third business day immediately preceding the redemption date.

      "TRUSTEE" means the entity identified as "Trustee" in the first paragraph
hereof until the appointment of a successor trustee pursuant to ARTICLE 5, after
which "Trustee" shall mean such successor trustee.

      "UNRESTRICTED GLOBAL NOTE" means a permanent Global Note substantially in
the form of EXHIBIT A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

      "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.


                                       8
<Page>

      "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct and
unconditional obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by, and acting as an agency or instrumentality of, the
United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company
subject to federal or state supervision or examination with a combined capital
and surplus of at least $100,000,000, as custodian with respect to any such U.S.
Government Obligations or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

      "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.1 FORM AND DATING.

      (a) GENERAL. The aggregate principal amount of Notes that may be issued
hereunder shall be unlimited. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of EXHIBIT A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. Interest on the Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

      (b) GLOBAL NOTES AND DEFINITIVE NOTES. Notes issued in global form shall
be substantially in the form of EXHIBIT A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of EXHIBIT A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as


                                       9
<Page>

appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by SECTION 2.6 hereof.

      (c) INSTITUTIONAL ACCREDITED INVESTORS.  Notwithstanding anything to
the contrary herein, Institutional Accredited Investors may not hold
beneficial interests in any Restricted Global Note, but may be Holders of
Restricted Definitive Notes.

      (d) EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes sold pursuant to the exemption
to the registration requirements of the Securities Act afforded by Regulation S
and that are held by Participants through Euroclear or Clearstream.

SECTION 2.2 EXECUTION AND AUTHENTICATION.

      Two Officers shall sign the Notes for the Company by manual or facsimile
signature.

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

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

      The Trustee shall, upon a written order of the Company signed by two
Officers (an "AUTHENTICATION ORDER"), authenticate Notes for original issue up
to the aggregate principal amount stated in such Authentication Order.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

SECTION 2.3 REGISTRAR AND PAYING AGENT.

      The Company shall maintain, in the Borough of Manhattan in the City of New
York, an office or agency where Notes may be presented for registration of
transfer or for exchange ("REGISTRAR") and an office or agency where Notes may
be presented for payment ("PAYING AGENT") and an office or agency where notices
and demands to or upon the Company in respect of the Notes or this Indenture may
be served. The Registrar shall keep a register ("NOTES REGISTER") of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall


                                       10
<Page>

notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such and shall accept
presentations, notices and demands hereunder at the Corporate Trust Office. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes and
designates the Trustee's New York office as the office or agency referred to in
the first sentence of this Section.

SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

      The Company shall, prior to each due date, or not later than 10 AM New
York City time on each due date, of the principal of, and premium, if any, or
interest on the Notes, deposit with the Paying Agent a sum sufficient to pay
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of any failure to take
such action.

      Anything in this SECTION 2.4 to the contrary notwithstanding, the Company
may at any time, for the purpose of obtaining satisfaction and discharge of this
Indenture or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by any Paying Agent hereunder, as required by this SECTION
2.4, such sums to be held by the Trustee upon the trusts herein contained.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this SECTION 2.4 is subject to the provisions
of SECTION 9.1 and SECTION 9.3 hereof.

SECTION 2.5 HOLDER 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
all Holders and shall otherwise comply


                                       11
<Page>

with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of Notes, and the Company shall otherwise comply
with TIA Section 312(a).

SECTION 2.6 TRANSFER AND EXCHANGE.

      (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary for any of the Global Notes or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 120 days after the date of such notice from
the Depositary, (ii) there shall have occurred and be continuing an Event of
Default with respect to the applicable Notes and beneficial owners holding
interests representing an aggregate principal amount of at least 51% of such
Notes represented by Global Notes advise the Trustee in writing that the
continuation of a book-entry system through the Depositary is no longer in such
owner's best interests or (iii) the Company executes and delivers to the Trustee
an order that the Global Notes will be so exchangeable. Upon the occurrence of
any of the preceding events in clauses (i), (ii) or (iii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the Trustee
in writing. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in SECTIONS 2.7 and 2.9 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this SECTION 2.6 or SECTION 2.7 or SECTION 2.9 hereof shall be
authenticated and delivered in the form of, and shall be, a Global Note, except
as otherwise provided herein. A Global Note may not be exchanged for another
Note other than as provided in this SECTION 2.6(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
SECTION 2.6(b), (c) or (f) hereof.

      (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL NOTES. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (i) TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; PROVIDED, HOWEVER,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Global Note may not be made to a
      U.S. Person or


                                       12
<Page>

      for the account or benefit of a U.S. Person (other than an Initial
      Purchaser). Beneficial interests in any Unrestricted Global Note may be
      transferred to Persons who take delivery thereof in the form of a
      beneficial interest in the same Unrestricted Global Note. No written
      orders or instructions shall be required to be delivered to the Registrar
      to effect the transfers described in the second sentence of this SECTION
      2.6(b)(i).

            (ii) ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN
      GLOBAL NOTES. In connection with all transfers and exchanges of beneficial
      interests that are not subject to SECTION 2.6(b)(i), the transferor of
      such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in clause (B)(1) above. Upon consummation of an
      Exchange Offer by the Company in accordance with SECTION 2.6(f) hereof,
      the requirements of this SECTION 2.6(b)(ii) shall be deemed to have been
      satisfied upon receipt by the Registrar of the instructions contained in
      the Letter of Transmittal delivered by the Holder of such beneficial
      interests in the Restricted Global Note. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in this Indenture and the Notes or otherwise applicable
      under the Securities Act, the Trustee shall adjust the principal amount of
      the relevant Global Note(s) pursuant to SECTION 2.6(h) hereof.

            (iii) TRANSFER OF BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE.
      A beneficial interest in any Restricted Global Note may be transferred to
      a Person who takes delivery thereof in the form of a beneficial interest
      in another Restricted Global Note if the transfer complies with the
      requirements of SECTION 2.6(b)(ii) above and the Registrar receives the
      following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in a 144A Global Note by virtue of the exemption
            from the registration requirements of the Securities Act afforded by
            Rule 144A, then the transferor must deliver a certificate in the
            form of EXHIBIT B hereto, including the certifications in item (1)
            thereof;

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in a Regulation S Global Note by virtue of the
            exemption from the registration requirements of the Securities Act
            afforded by Regulation S, then the


                                       13
<Page>

            transferor must deliver a certificate in the form of EXHIBIT B
            hereto, including the certifications in item (2) thereof.

            (iv) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE RESTRICTED
      GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED GLOBAL NOTE. A
      beneficial interest in the Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in the Unrestricted Global Note,
      or transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in the Unrestricted Global Note, if the exchange or
      transfer complies with the requirements of SECTION 2.6(b)(ii) and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be exchanged, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (1)
            a broker-dealer, (2) a Person participating in the distribution of
            the Exchange Notes or (3) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a beneficial interest in the Unrestricted Global
                  Note, a certificate from such holder in the form of EXHIBIT C
                  hereto, including the certifications in item (l)(a) thereof;
                  or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a beneficial interest in the Unrestricted Global Note,
                  a certificate from such holder in the form of EXHIBIT B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Company so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Company to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.


                                       14
<Page>

            (v) If any such transfer is effected pursuant to subparagraph (B) or
      (D) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with SECTION 2.2 hereof, the Trustee shall
      authenticate, one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the aggregate principal amount of beneficial
      interests transferred pursuant to subparagraph (B) or (D) above.

            (vi) Beneficial interests in an Unrestricted Global Note cannot be
      exchanged for, or transferred to Persons who take delivery thereof in the
      form of, a beneficial interest in a Restricted Global Note.

      (c)   TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES FOR
DEFINITIVE NOTES.

            (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO RESTRICTED
      DEFINITIVE NOTES. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of EXHIBIT C hereto, including the certifications in item
            (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A under the Securities Act, a certificate
            to the effect set forth in EXHIBIT B hereto, including the
            certifications in item (1) thereof;

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in EXHIBIT B hereto, including the certifications
            in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule 144 under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in EXHIBIT B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;


                                       15
<Page>

                  (F) if such beneficial interest is being transferred to the
            Company or any of its Subsidiaries, a certificate to the effect set
            forth in EXHIBIT B hereto, including the certifications in item
            (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the Global Note to be
reduced accordingly pursuant to SECTION 2.6(h) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this SECTION 2.6(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this SECTION 2.6(c)(i) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.

            (ii) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO UNRESTRICTED
      DEFINITIVE NOTES. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (1) a
            Broker-Dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Definitive Note that does not bear the Private
                  Placement Legend, a certificate from


                                       16
<Page>

                  such holder in the form of EXHIBIT C hereto, including the
                  certifications in item (l)(b) thereof; or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a Definitive Note that does not bear the Private
                  Placement Legend, a certificate from such holder in the form
                  of EXHIBIT B hereto, including the certifications in item (4)
                  thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Company so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Company to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            (iii) BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
      UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in SECTION 2.6(b)(ii) hereof, the
      Trustee shall cause the aggregate principal amount of the Unrestricted
      Global Note to be reduced accordingly pursuant to SECTION 2.6(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this SECTION 2.6(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this SECTION
      2.6(c)(iii) shall not bear the Private Placement Legend.

      (d)   TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS IN GLOBAL NOTES.

            (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Note to a Person who
      takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a


                                      17
<Page>

            certificate from such Holder in the form of EXHIBIT C hereto,
            including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in EXHIBIT B hereto, including the certifications
            in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in EXHIBIT B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in EXHIBIT B hereto, including the certifications in item
            (3)(b) thereof; or

                  (F) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in EXHIBIT B hereto,
            including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note and increase or cause to
be increased the aggregate principal amount of the appropriate Restricted Global
Note.

            (ii) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a Broker-Dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;


                                      18
<Page>

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the Holder of such Definitive Note proposes to
                  exchange such Note for a beneficial interest in the
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of EXHIBIT C hereto, including the certifications in
                  item (1)(c) thereof; or

                        (2) if the Holder of such Definitive Note proposes to
                  transfer such Note to a Person who shall take delivery thereof
                  in the form of a beneficial interest in the Unrestricted
                  Global Note, a certificate from such Holder in the form of
                  EXHIBIT B hereto, including the certifications in item (4)
                  thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Company so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Company to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this SECTION 2.6(d)(ii), the Trustee shall cancel the Definitive Note and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (iii) UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
      UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Note to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with SECTION 2.2 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

      (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this SECTION 2.6(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such


                                      19
<Page>

registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this SECTION 2.6(e).

            (i) RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE NOTES. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer will be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of EXHIBIT B hereto, including the certifications in
            item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            EXHIBIT B hereto, including the certifications in item (2) thereof;

                  (C) if the transfer will be made to an Institutional
            Accredited Investor in reliance on an exemption from the
            registration requirements of the Securities Act other than those
            listed in subparagraphs (A) and (B) above, the transferor must
            deliver a certificate to the effect set forth in EXHIBIT B hereto,
            including the certifications, certificates and Opinion of Counsel
            required by item (3) thereof, if applicable; and

                  (D) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            EXHIBIT B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

            (ii) RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE NOTES.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a Broker-Dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;


                                      20
<Page>

                  (C) any such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of EXHIBIT C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (2) if the Holder of such Restricted Definitive Note
                  proposes to transfer such Note to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of EXHIBIT B
                  hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Company so requests, an Opinion of Counsel in form reasonably
            acceptable to the Company to the effect that such exchange or
            transfer is in compliance with the Securities Act and that the
            restrictions on transfer contained herein and in the Private
            Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

            (iii) UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
      NOTES. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

      (f) EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with SECTION 2.2, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.


                                      21
<Page>

      (g) LEGENDS. The following legends shall, as indicated below, 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)   PRIVATE PLACEMENT LEGEND.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear a legend in
            substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF EDISON MISSION ENERGY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER SECURITIES ACT) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
            (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
            SECTION 2.6 (and all Notes issued in exchange therefor or
            substitution thereof) shall not bear the Private Placement Legend.

            (ii)  GLOBAL NOTE LEGEND.  Each Global Note shall bear a legend
      in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION


                                      22
<Page>

2.7 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF EDISON MISSION ENERGY."

            (iii) IAI NOTE LEGEND. Each Definitive Note held by an Institutional
      Accredited Investor shall bear a legend in substantially the following
      form:

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS."

      (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with SECTION 2.10 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i)   GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Company's written order or at the Registrar's
      written request.

            (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to SECTIONS 2.9, 7.5 and 10.2 hereof).


                                      23
<Page>

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

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

            (v) The Company shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under ARTICLE 10 hereof and ending at the close of business on
      the day of selection, (B) to register the transfer of or to exchange any
      Note so selected for redemption in whole or in part, except the unredeemed
      portion of any Note being redeemed in part or (C) to register the transfer
      of or to exchange a Note between a record date and the next succeeding
      Interest Payment Date.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Company shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of SECTION 2.2 hereof.

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this SECTION 2.6 to
      effect a registration of transfer or exchange may be submitted by
      facsimile but originals of such opinions shall follow by mail.

SECTION 2.7        REPLACEMENT NOTES.

      If any mutilated Note is surrendered to the Trustee or the Company or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

      Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.


                                      24
<Page>

SECTION 2.8        OUTSTANDING NOTES.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in SECTION 6.4 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

      If a Note is replaced pursuant to SECTION 2.7 hereof it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

      If the principal amount of any Note is considered paid under SECTION 3.1
hereof, it ceases to be outstanding and interest on it ceases to accrue.

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9        TEMPORARY NOTES.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate permanent Notes in exchange for temporary Notes.

      Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.10       CANCELLATION.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
the canceled Notes pursuant to its customary practices and procedures in effect
from time to time (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation, except as
otherwise provided for herein.

SECTION 2.11       DEFAULTED INTEREST.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest,


                                      25
<Page>

to the Persons who are Holders on a subsequent special record date, in each case
at the rate provided in the Notes and in SECTION 3.1 hereof. The Company shall
notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date, PROVIDED that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

                                    ARTICLE 3
                                  COVENANTS OF
                                   THE COMPANY

SECTION 3.1        PAYMENT OF PRINCIPAL AND INTEREST.

      The Company shall duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Notes at the
place or places, at the respective times and in the manner provided in this
Indenture and the Notes. Payment of principal of, and premium and interest on
the Notes shall be paid by mailing a check to or upon the written order of the
registered Holders of Notes entitled thereto at their last address as it appears
on the Notes Register or, upon written application to the Trustee (which shall
be received by the Trustee prior to the record date) by a Holder of $1,000,000
or more in aggregate principal amount of Notes, by wire transfer of immediately
available funds to an account maintained by such Holder with a bank or other
financial institution; PROVIDED, HOWEVER that (subject to the provisions of
SECTION 2.7 hereof) payment of principal of, and premium, if any, on any Note
may be conditioned upon presentation for payment of the certificate representing
such Note.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful, and it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

      If a Reporting Cessation occurs, the interest rate applicable to the Notes
shall be increased by 0.50% per annum from the date such Reporting Cessation
occurs until such time as the Reporting Cessation has ended.

SECTION 3.2        APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, shall appoint, in the manner provided in SECTION 5.9 hereof, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 3.3        CERTIFICATE TO TRUSTEE, NOTICES OF DEFAULTS.


                                      26
<Page>

      The Company shall furnish to the Trustee (i) on or before March 31 in each
year (beginning with March 31, 2002) a brief certificate from the principal
executive, financial or accounting officer of this Company as to his or her
knowledge of the Company's compliance with all covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture) and (ii) upon becoming
aware of any Default or Event of Default, a statement specifying such Default or
Event of Default. Within 30 days of its becoming aware of any Default or Event
of Default, the Trustee shall provide the Holders with a notice specifying such
Default or Event of Default.

SECTION 3.4        REPORTS BY THE COMPANY.

      The Company shall deliver to the Trustee and provide Noteholders, within
15 days after it files them with the Commission, copies of its annual reports
and of the information, documents and other reports that the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act,
and shall deliver to the Trustee copies of any other report that the Company
files with the Commission. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein, including the Company's compliance with any of its covenants contained
hereunder.

      Following the effectiveness of any registration statement pursuant to the
Registration Rights Agreement, whether or not required by the rules and
regulations of the Commission, the Company shall maintain its status as a
reporting company under the Exchange Act, and file copies of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such filings) within the time periods specified in
the Commission's rules and regulations and make such information available to
securities analysts and prospective investors upon request; and if at any time
the Company fails to maintain its status as a reporting company under the
Exchange Act (a "REPORTING CESSATION"), the interest rate on the Notes will be
increased by 0.50% on an annual basis, provided that no Reporting Cessation
shall be deemed to occur if the Commission does not accept the information and
reports of the Company to be filed pursuant to the Exchange Act.

SECTION 3.5        RESTRICTIONS ON LIENS.

      The Company shall not:

      (i) pledge, mortgage, hypothecate or permit to exist any mortgage, pledge
or other lien upon any property at any time directly owned by the Company to
secure any guarantee of the Company or any indebtedness for money borrowed which
is incurred, issued or assumed by the Company (such guarantees and other
indebtedness being collectively referred to as "INDEBTEDNESS"), or

      (ii) cause or permit any of its subsidiaries to pledge, mortgage,
hypothecate or permit to exist any mortgage, pledge or other lien upon any
property at any time directly owned by such subsidiary to secure any
Indebtedness of the Company,


                                      27
<Page>

without, in each such case, providing for the Notes to be equally and ratably
secured with any and all such Indebtedness and with any other Indebtedness
similarly entitled to be equally and ratably secured; PROVIDED, HOWEVER, that
the restrictions set forth in clauses (i) and (ii) above shall not apply to, or
prevent the creation or existence of:

     (1) liens existing at the Original Issue Date of the Notes;

     (2) purchase money liens which do not exceed the cost or value of the
         purchased property;

     (3) other liens not to exceed 10% of the Company's Consolidated Net
         Tangible Assets, PROVIDED that:

         (A) neither the Company nor its subsidiaries shall be permitted to
         create or to permit to exist any liens to secure the Company's
         Indebtedness in reliance upon this item (3) until the earlier to occur
         of:

            (x) the first date on or after the second anniversary of August 10,
         2001 on which the Notes are rated at least BBB- by Standard & Poor's
         and Baa3 by Moody's, and

            (y) the date on which Standard & Poor's rates the notes BBB or
         higher and Moody's rates the notes Baa2 or higher; and

         (B) notwithstanding the restriction in clause (A) above, the Company
         and its subsidiaries shall be permitted to create and permit to exist
         liens in reliance upon this item (3) to secure Indebtedness not to
         exceed $100 million in the aggregate;

     (4) liens granted in connection with extending, renewing, replacing or
         refinancing in whole or in part the Indebtedness (including, without
         limitation, increasing the principal amount of such Indebtedness, other
         than the Indebtedness referred to in item (3)(B)) secured by liens
         described in clauses (1) through (3) above; and

     (5) liens granted by any of the Company's subsidiaries on the capital
         stock or assets of any project subsidiary in order to secure any of
         Indebtedness that the Company incurs (other than Indebtedness the
         proceeds of which are used to finance the equity contributed by the
         Company, or loans made by the Company, to a project) in order to
         finance or refinance any acquisition, development, construction,
         expansion, operation or maintenance of such project subsidiary.

      If the Company proposes to pledge, mortgage or hypothecate any property at
any time directly owned by the Company to secure any Indebtedness, other than as
permitted by clauses (1) through (5) of the previous paragraph, the Company
shall give prior written notice thereof to the Trustee, who shall give notice to
the Holders, and the Company shall, prior to or simultaneously with such pledge,
mortgage or hypothecation, effectively secure all the Notes equally and ratably
with such Indebtedness.


                                      28
<Page>

      Except as set forth above, this section will not restrict the ability of
the Company's subsidiaries and affiliates to pledge, mortgage, hypothecate or
permit to exist any mortgage, pledge or lien upon their assets, in connection
with project financings, sale leasebacks or otherwise.

SECTION 3.6        MAINTENANCE OF CORPORATE EXISTENCE.

      Subject to the provisions of ARTICLE 8 hereof, the Company shall at all
times preserve and maintain in full force and effect (i) its corporate existence
and good standing under the laws of the State of California and (ii) its
qualification to do business in each other jurisdiction in which the character
of its properties or the nature of its activities make such qualification
necessary, except where the failure to be so qualified would not reasonably be
expected to result in a Material Adverse Effect.

SECTION 3.7        TAXES.

      The Company shall, prior to the time penalties attach thereto, (i) file,
or cause to be filed, all tax and information returns that are required to be,
or are required to have been, filed by it in any jurisdiction, and (ii) pay or
cause to be paid all taxes shown to be, or to have been, due and payable on such
returns and all other taxes lawfully imposed and payable by it, except to the
extent there is a Good Faith Contest thereof by the Company.

                                    ARTICLE 4
        EVENTS OF DEFAULT AND REMEDIES OF THE TRUSTEE AND NOTEHOLDERS

SECTION 4.1        EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
                   DEFAULT.

      If one or more of the following Events of Default (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body or otherwise) shall have occurred and be continuing:

      (a) default in the payment of all or any part of the principal of, or
premium, if any, on, any of the Notes as and when the same shall become due and
payable either at maturity, upon any redemption or required repurchase, by
declaration of acceleration or otherwise; or

      (b) default in the payment of any installment of interest upon any of the
Notes as and when the same shall become due and payable, and continuance of such
default for a period of 30 days; or

      (c) an event of default, as defined in any instrument of the Company under
which there may be issued, or by which there may be secured or evidenced, any
Indebtedness of the Company that has resulted in the acceleration of such
Indebtedness, or any default occurring in payment of any such Indebtedness at
final maturity (and after the expiration of any applicable grace periods), other
than such Indebtedness (i) which is payable solely out of the property or assets
of a partnership, joint venture or similar entity of which the Company or any of
its Subsidiaries or Affiliates is a participant, or which is secured by a lien
on the property or assets


                                      29
<Page>

owned or held by such entity, without further recourse to or liability of the
Company, or (ii) the principal of, and interest on which, when added to the
principal of and interest on all other such Indebtedness (exclusive of
Indebtedness under clause (i) above), does not exceed $20,000,000; or

      (d) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the Notes or
in this Indenture and such failure continues for a period of 90 days after the
date on which written notice specifying such failure, stating that such notice
is a "Notice of Default" hereunder and demanding that the Company remedy the
same, shall have been given to the Company by the Trustee, or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes (including Additional Notes, if any) at the time Outstanding; or

      (e) one or more final, nonappealable judgments, decrees or orders of any
court, tribunal, arbitrator, administrative or other governmental body or
similar entity for the payment of money shall be rendered against the Company or
any of its properties in an aggregate amount in excess of $20,000,000 (excluding
the amount thereof covered by insurance) and such judgment, decree or order
shall remain unvacated, undischarged and unstayed for more than 90 days, except
while being contested in good faith by appropriate proceedings; or

      (f) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect, or a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the
Company under any applicable federal or state law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Company or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, shall have been entered, and such decree or
order shall remain unstayed and in effect for a period of 90 consecutive days;
or

      (g) the Company shall commence a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or consent to the entry of a decree or
order for relief in an involuntary case or proceeding under any such law, or to
the commencement of any bankruptcy or insolvency case or proceeding against the
Company, or the filing by the Company of a petition or answer or consent seeking
reorganization or relief under any such applicable federal or state law, or the
consent by the Company to the filing of such petition or to the appointment of
or the taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or the making by the Company of an assignment
for the benefit of creditors, or the taking of action by the Company in
furtherance of any such action;

then and in each and every such case (other than an Event of Default with
respect to the Company specified in SECTION 4.1(f) or 4.1(g) hereof), unless the
principal amount of all of the Notes shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then


                                      30
<Page>

Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Noteholders), may declare the entire principal amount of all the
Notes and the interest accrued thereon to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.
This provision, however, is subject to the condition that if, at any time after
the principal of the Notes shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Notes and the principal and premium, if any, of any and
all Notes that shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the rate of interest specified in the Notes, to the
date of such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and all other reasonable expenses and
liabilities incurred and all reasonable advances made by the Trustee and each
predecessor Trustee except as a result of gross negligence or bad faith, and if
any and all Events of Default under this Indenture, other than the non-payment
of the principal that shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein, then and in every such
case the Holders of a majority in aggregate principal amount of the Notes then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults (except, unless theretofore cured, a default in payment of principal
of, or premium, if any, or interest on, the Notes) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

      If an Event of Default specified in SECTION 4.1(f) or 4.1(g) hereof occurs
with respect to the Company, the principal of and accrued interest on the Notes
shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Noteholder.

SECTION 4.2        COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
                   DEBT.

      The Company covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Notes when such interest
shall have become due and payable, and such default shall have continued for a
period of 30 days or (b) in case default shall be made in the payment of all or
any part of the principal of, or premium, if any, on, any of the Notes when the
same shall have become due and payable, whether upon maturity or upon any
redemption or by declaration or acceleration or otherwise, then upon demand of
the Trustee, the Company shall pay to the Trustee for the benefit of the Holders
of the Notes the whole amount that then shall have become due and payable on all
such Notes of principal, premium and interest, as the case may be (with interest
to the date of such payment upon the overdue principal or premium and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest at the rate of interest specified in the
Notes), and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any reasonable expenses and liabilities incurred, and all


                                      31
<Page>

reasonable advances made, by the Trustee and each predecessor Trustee, except as
a result of its gross negligence or bad faith.

      Until such demand is made by the Trustee, the Company may pay the
principal of and premium and interest on the Notes to the registered Holders,
whether or not the Notes are overdue.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the Notes and
collect in the manner provided by law out of the property of the Company or
other obligor upon the Notes, wherever situated, the moneys adjudged or decreed
to be payable.

      In case there shall be pending proceedings relative to the Company or any
other obligor upon the Notes under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, custodian, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Company or other obligor upon the Notes, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective or whether the Trustee shall have made
any demand pursuant to the provisions of this SECTION 4.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise:

      (a) to file and prove a claim or claims for the whole amount of principal,
premium and interest owing and unpaid in respect of the Notes, and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all reasonable expenses and liabilities
incurred, and all reasonable advances made, by the Trustee and each predecessor
Trustee, except as a result of gross negligence or bad faith) and of the
Noteholders, allowed in any judicial proceedings relative to the Company or
other obligor upon the Notes, or to the creditors or property of the Company or
such other obligor;

      (b) unless prohibited by applicable law and regulations, to vote on behalf
of the Holders of the Notes in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings;
and

      (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Noteholders and of the Trustee on their behalf; and
any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Noteholders to make payments to the Trustee,


                                      32
<Page>

and, in the event that the Trustee shall consent to the making of payments
directly to the Noteholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all reasonable advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Noteholders any plan or reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.

      All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes or the production thereof at any trial or other proceeding
relative thereto, and any such action or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Notes, and it shall not be necessary to make any Holders of the
Notes parties to any such proceedings.

SECTION 4.3        APPLICATION OF PROCEEDS.

      Any moneys collected by the Trustee pursuant to this Article shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Notes and stamping (or otherwise noting)
thereon the payment, or issuing Notes in reduced principal amounts in exchange
for the presented Notes if only partially paid, or upon surrender thereof if
fully paid:

      FIRST: To the payment of costs and expenses, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective
agents and attorneys and of all reasonable expenses and liabilities incurred,
and all reasonable advances made, by the Trustee and each predecessor Trustee,
except as a result of gross negligence or bad faith, and all other amounts due
under SECTION 5.6 hereof;

      SECOND: In case the principal and premium, if any, of the Notes shall not
have become and be then due and payable, to the payment of interest in default
in the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest payable at the rate of interest specified in
the Notes, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference;


                                      33
<Page>

      THIRD: In case the principal of the Notes shall have become and shall be
then due and payable, to the payment of the whole amount then owing and unpaid
upon all the Notes for principal, premium and interest, with interest upon the
overdue principal and premium, if any, and (to the extent that such interest has
been collected by the Trustee) upon overdue installments of interest payable at
the rate of interest specified in the Notes, and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the Notes,
then to the payment of such principal, premium and interest, without preference
or priority of principal or premium over interest, or of interest over principal
or premium, or of any installment of interest over any other installment of
interest, or of any Note over any other Note, ratably to the aggregate of such
principal, premium and accrued and unpaid interest; and

      FOURTH:  To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

      The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this SECTION 4.3.

SECTION 4.4        SUITS FOR ENFORCEMENT.

      In case an Event of Default has occurred, has not been waived and is
continuing, the Trustee may proceed to protect and enforce the rights vested in
it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 4.5        RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.

      In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company, the Trustee and the Noteholders shall continue as though no such
proceedings had been taken.

SECTION 4.6        LIMITATIONS OF SUITS BY NOTEHOLDERS.

      Subject to SECTION 4.10, no Holder of any Note shall have any right by
virtue or by availing of any provision of this Indenture to institute any action
or proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless (i) such Holder previously has given to a Responsible Officer
of the Trustee written notice of default and of the continuance hereof, as
hereinbefore provided, (ii) the Holders of not less than 25% in aggregate
principal amount of the Notes then Outstanding have made written request upon
the Trustee to institute such action or proceeding in its own name as


                                      34
<Page>

Trustee hereunder and have offered to the Trustee such reasonable security and
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, (iii) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has failed to institute any such
action or proceeding and (iv) no direction inconsistent with such written
request has been given to the Trustee pursuant to SECTION 4.8 hereof; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Note with every other taker and Holder and the Trustee, that no one or
more Holders of Notes shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder of Notes, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Notes. For the protection and enforcement of
the provisions of this SECTION 4.6, each and every Noteholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

SECTION 4.7        POWERS AND REMEDIES CUMULATIVE, DELAY OR OMISSION NOT WAIVER
                   OF DEFAULT.

      No right or remedy herein conferred upon or reserved to the Trustee or to
the Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      No delay or omission of the Trustee or of any Holder of any of the Notes
to exercise as aforesaid any such right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein; and, subject to SECTION 4.6 hereof, every power and remedy
given by this Indenture or by law to the Trustee or to the Noteholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Noteholders.

SECTION 4.8        CONTROL BY NOTEHOLDERS.

      The Holders of a majority in aggregate principal amount of the Notes at
the time Outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee by this Indenture;
PROVIDED that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture; and PROVIDED FURTHER that (subject to the
provisions of SECTION 5.1 hereof) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee,
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability, or if the Trustee in good faith shall so determine that
the actions or forbearances specified in or pursuant to such direction shall be
unduly prejudicial to the interests of Holders of


                                      35
<Page>

the Notes not joining in the giving of said direction, it being understood that
(subject to SECTION 5.1 hereof) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Noteholders.

Section 4.9        WAIVER OF PAST DEFAULTS.

      Prior to the declaration of the maturity of the Notes as provided in
SECTION 4.1 hereof, the Holders of a majority in aggregate principal amount of
the Notes at the time Outstanding may on behalf of the Holders of all the Notes
waive any past Default or Event of Default hereunder and its consequences,
except a Default (a) in the payment of principal of, premium, if any, or
interest on any of the Notes or (b) in respect of a covenant or provision hereof
that cannot be modified or amended without the consent of the Holder of each
Note affected. In the case of any such waiver, the Company, the Trustee and the
Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

      Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

Section 4.10       RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

      Notwithstanding any other provision of this Indenture (including, without
limitation, SECTION 4.6 hereof), the right of any Holder to receive, and to
institute suit to enforce, payment of the principal of, and premium, if any, and
interest on the Notes on or after the respective due dates expressed in such
Notes (including upon redemption and acceleration of the maturity of the
principal of and premium, if any, and interest on the Notes), shall not be
affected or impaired, and shall be absolute and unconditional.

                                    ARTICLE 5
                             CONCERNING THE TRUSTEE

Section 5.1        DUTIES AND RESPONSIBILITIES OF THE TRUSTEE DURING DEFAULT
AND PRIOR TO DEFAULT.

      The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default that may have occurred, undertakes to
perform only such duties as are specifically set forth in this Indenture. In
case an Event of Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his own affairs.


                                      36
<Page>

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

      (a) prior to the occurrence of an Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:

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

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

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

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

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers.

SECTION 5.2        CERTAIN RIGHTS OF THE TRUSTEE.

      Subject to SECTION 5.1 hereof:

      (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, Officers' Certificate or
any other certificate (including, without limitation, any certificate provided
to the Trustee pursuant to SECTION 3.3 hereof), statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, coupon, security
or other paper document believed by it to be genuine and to have been signed or
presented by the proper party or parties;


                                      37
<Page>

      (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed) and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

      (c) the Trustee may consult with counsel of its selection and any advice
or Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel;

      (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Noteholders pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities that might be
incurred therein or thereby;

      (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture;

      (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing to do so by the Holders of not less than a majority in aggregate
principal amount of the Notes then Outstanding; PROVIDED that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured by the security afforded to it by
the terms of this Indenture, the Trustee may require indemnity reasonably
satisfactory to it against such expenses or liabilities as a condition to
proceeding, and the reasonable expenses of every such examination shall be paid
by the Company, or by the Trustee or any predecessor Trustee and repaid by the
Company upon demand;

      (g) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

      (h) in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Trustee which conform to the requirements of this Indenture;


                                      38
<Page>

      (i) the Trustee shall not be liable for any error of judgment made in good
faith by an officer or officers of the Trustee, unless it shall be conclusively
determined by a court of competent jurisdiction that the Trustee was grossly
negligent in ascertaining the pertinent facts;

      (j) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees appointed with due care, and shall not be responsible for
any willful misconduct or gross negligence on the part of any agent, attorney,
custodian or nominee so appointed;

      (k) the Trustee shall not be deemed to have notice of an Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
written notice of any Event of Default is received by the Trustee at its
Corporate Trust Office;

      (l) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other person appointed with due care
pursuant to the provisions hereunder to act hereunder; and the Trustee may
request that the Company deliver an Officers' Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers' Certificate may be
signed by any person authorized to sign an Officers' Certificate, including any
person specified as so authorized in any such certificate previously delivered
and not superseded.

SECTION 5.3        TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF NOTES OR
                   APPLICATION OF PROCEEDS THEREOF.

      The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of any of the Notes or of the proceeds thereof.

SECTION 5.4        TRUSTEE AND AGENTS MAY HOLD NOTES; COLLECTIONS, ETC.

      The Trustee or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Company and receive, collect, hold and retain collections from the
Company with the same rights it would have if it were not the Trustee or such
agent.

SECTION 5.5        MONEYS HELD BY TRUSTEE.

      Subject to the provisions of SECTION 9.4 hereof, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Company or the Trustee shall be


                                      39
<Page>

under any liability for interest on any moneys received by it hereunder, except
as the Company and the Trustee otherwise may agree.

SECTION 5.6        COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
                   CLAIM.

      The Company covenants and agrees to pay to the Trustee from time to time
as shall be agreed upon between the Company and the Trustee in writing from time
to time, and the Trustee shall be entitled to reasonable compensation (which
shall not be limited by any provision of law relating to the compensation of a
trustee of an express trust), and the Company covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and expenses and disbursements of its counsel and of all
agents and other persons not regularly in its employ), except to the extent any
such expense, disbursement or advance may arise from the Trustee's gross
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claims or expenses , including taxes (other than taxes based
on the income of the Trustee), arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder and the performance of its duties hereunder, including the
costs and expenses of defending and investigating any claim of liability in the
premises, except to the extent any such loss, liability or expense is due to its
own gross negligence or bad faith. The obligations of the Company under this
SECTION 5.6 to compensate and indemnify the Trustee and each predecessor Trustee
and to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the termination or satisfaction and discharge of this
Indenture.

SECTION 5.7        RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.

      Subject to SECTION 5.1 and SECTION 5.2 hereof, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
gross negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee.

SECTION 5.8        PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.

      The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States or of a state thereof having
a combined capital and surplus of at least $50,000,000, and which is authorized
under such laws to exercise corporate trust powers and is subject to supervision
or examination by federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a federal, state or District of Columbia supervising or examining authority,
then for the purposes of this SECTION 5.8, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. No


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obligor on the Notes or Person directly or indirectly controlling, controlled by
or under common control with such obligor shall serve as Trustee.

SECTION 5.9        RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR TRUSTEE.

      (a) The Trustee may at any time resign by giving written notice of
resignation to the Company and by mailing notice thereof by first-class mail to
Holders of Notes at their last addresses as they shall appear on the Notes
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If no
such successor trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor trustee, or any
Noteholder who has been a bona fide Holder of a Note or Notes for at least six
months may, on behalf of itself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

      (b)   In case at any time any of the following shall occur:

            (i) the Trustee shall fail to comply with the provisions of TIA
      Section 310(b), after written request thereafter by the Company or by any
      Noteholder who has been a bona fide Holder of a Note or Notes for at least
      six months;

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of SECTION 5.8 hereof and shall fail to resign after written
      request therefor by the Company or by any such Noteholder; or

            (iii) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or a receiver or liquidator of the
      Trustee or of its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy of which shall be delivered to
the successor trustee, or any Noteholder who has been a bona fide Holder of a
Note or Notes for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

      (c) The Holders of a majority in aggregate principal amount of the Notes
at the time Outstanding may at any time remove the Trustee and appoint a
successor trustee by delivering to


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the Trustee so removed, to the successor trustee so appointed and to the Company
the evidence provided for in SECTION 6.1 hereof of the action in that regard
taken by the Noteholders.

      (d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this SECTION 5.9 shall
become effective only upon acceptance of appointment by the successor trustee as
provided in SECTION 5.10 hereof.

SECTION 5.10       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

      Any successor trustee appointed as provided in SECTION 5.9 hereof shall
execute and deliver to the Company and to its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, upon payment of its
charges then unpaid, the Trustee ceasing to act shall, subject to SECTION 9.4
hereof, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Company shall execute appropriate instruments
in writing for more fully and certainly vesting in and confirming to such
successor such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
SECTION 5.6 hereof.

      Upon acceptance of appointment by a successor trustee as provided in this
SECTION 5.10, the Company shall mail notice thereof by first-class mail to the
Holders of Notes at their last addresses as they shall appear in the Notes
Register. If the acceptance of appointment is substantially contemporaneous with
a resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by SECTION 5.9 hereof. If the Company fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

      Notwithstanding replacement of the Trustee pursuant to this SECTION 5.10,
the Company's obligations under SECTION 5.6 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 5.11       MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
                   OF TRUSTEE.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, as
long as such corporation shall be eligible under the provisions of SECTION 5.8
hereof, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.


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<Page>

      In case any of the Notes shall have been authenticated but not delivered
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee and deliver such Notes so
authenticated and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
trustee, and in such cases such certificate shall have the full force which it
is anywhere in the Notes or in this Indenture provided that the certificate of
the Trustee shall have; PROVIDED that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name
of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 5.12       REPORTS BY TRUSTEE.

      The Trustee shall provide to the Holders the reports required to be
provided by the Trustee pursuant to Section 313 of the TIA.

SECTION 5.13       NO LIABILITY FOR CLEAN-UP OF HAZARDOUS MATERIALS.

      In the event that the Trustee is required to acquire title to an asset for
any reason, or take any managerial action of any kind in regard thereto, in
order to carry out any fiduciary or trust obligation for the benefit of another,
which in the Trustee's sole discretion may cause the Trustee to be considered an
"owner or operator" under the provisions of the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) 42 U.S.C. Section 9601, et
seq., or otherwise cause the Trustee to incur liability under CERCLA or any
other federal, state or local law, the Trustee reserves the right to, instead of
taking such action, either resign as Trustee pursuant to the provisions
hereunder or arrange for the transfer of the title or control of the asset to a
court appointed receiver.

      The Trustee shall not be liable to the Company or any other person for any
environmental claims or contribution actions under any federal, state or local
law, rule or regulation by reason of the Trustee's actions and conduct as
authorized, empowered and directed hereunder or relating to the discharge,
release or threatened release of hazardous materials into the environment.

SECTION 5.14       APPOINTMENT OF CO-TRUSTEE.

        It is the purpose of this Indenture that there shall be no violation of
any law of any jurisdiction (including particularly the law of any State)
denying or restricting the right of banking corporations or associations to
transact business as trustee in such jurisdiction. It is recognized that in case
of litigation under this Indenture, and in particular in case of the enforcement
thereof on default, or in case the Trustee deems that by reason of any present
or future law of any jurisdiction it may not exercise any of the powers, rights
or remedies herein granted to the Trustee or hold title to the properties, in
trust, as herein granted or take any action which may be desirable or necessary
in connection therewith, it may be necessary that the Trustee appoint an
individual or institution as a separate or co-trustee. The following provisions
of this Section are adopted to these ends.


                                      43
<Page>

      In the event that the Trustee appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent that the Trustee by the laws of any jurisdiction (including
particularly any State) is incapable of exercising such powers, rights and
remedies and every covenant and obligation necessary to the exercise thereof by
such separate or co-trustee shall run to and be enforceable by either of them.

      Should any instrument in writing from the Company be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Company at the expense
of the Company; provided, that if an Event of Default shall have occurred and be
continuing, if the Company does not execute any such instrument within fifteen
(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Company to execute any such instrument in the Company's
name and stead. In case any separate or co-trustee or a successor to either
shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.

SECTION 5.15       INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes, may make loans to, accept deposits from and may otherwise
deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any
agent of the Trustee may do the same with like rights and duties.

                                    ARTICLE 6
                           CONCERNING THE NOTEHOLDERS

SECTION 6.1        EVIDENCE OF ACTION TAKEN BY NOTEHOLDERS.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Noteholders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders, in person or by agent duly appointed in
writing, and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are received by the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
SECTION 5.1 and SECTION 5.2 hereof) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.


                                      44
<Page>

SECTION 6.2        PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES
                   RECORD DATE.

      Subject to SECTION 5.1 and SECTION 5.2 hereof, the execution of any
instrument by a Noteholder or his agent or proxy may be provided in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Notes
shall be as provided by the Notes Register or by a certificate of the Registrar
thereof. The Company may set a record date for purposes of determining the
identity of Holders of Notes entitled to vote or consent to any action referred
to in SECTION 6.1 hereof, which record date may be set at any time or from time
to time by written notice to the Trustee for any date or dates (in the case of
any adjournment or resolicitation) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and, thereafter,
notwithstanding any other provisions hereof, only Holders of Notes of record on
such record date shall be entitled to so vote or give such consent or to
withdraw such vote or consent.

SECTION 6.3        HOLDERS TO BE TREATED AS OWNERS.

      The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the Person in whose name any Note shall be registered upon the
Notes Register as the absolute owner of such Note (whether or not such Note
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of, and premium, if any, on and, subject to the provisions of this Indenture,
interest on such Note and for all other purposes, and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Person, or upon
his order, shall be valid and to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Note.

SECTION 6.4        NOTES OWNED BY COMPANY DEEMED NOT OUTSTANDING.

      In determining whether the Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, consent or waiver under this
Indenture, Notes that are owned by the Company or any other obligor on the Notes
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the obligor on the Notes shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether a Responsible
Officer of the Trustee shall be protected in relying on any such direction,
consent or waiver, only Notes that the Trustee actually knows are so owned shall
be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Notes, if any, known by the
Company to be owned or held by or for the account of any of the above-described
Persons, and, subject to SECTION 5.1 and SECTION 5.2 hereof, the


                                      45
<Page>

Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not
listed therein are Outstanding for the purpose of any such determination.

SECTION 6.5        RIGHT OF REVOCATION OF ACTION TAKEN.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in SECTION 6.1 hereof, of the taking of any action by the Holders of
the percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any Holder of a Note the serial number
of which is shown by the evidence to be included among the serial numbers of the
Notes the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in
this Article, revoke such action so far as concerns such Note. Except as
aforesaid any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Note. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Notes specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all such
Notes.

                                    ARTICLE 7
                             SUPPLEMENTAL INDENTURES

SECTION 7.1        SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

      The Company, when authorized by a resolution of its Board of Directors,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

      (a)   to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Notes any property or assets;

      (b) to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Company pursuant to ARTICLE 8
hereof;

      (c) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Board of Directors shall consider
to be for the protection of the Holders of Notes, and to make the occurrence, or
the occurrence and continuance of a Default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; PROVIDED that in respect of any such additional covenant,
restriction, condition or provision, such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other Defaults) or may provide for
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee due solely to such an Event of Default or may limit the
right of the


                                      46
<Page>

Holders of a majority in aggregate principal amount of the Notes to
waive such an Event of Default;

      (d) to cure any ambiguity or to cure, correct or supplement any defective
provision contained herein or in the Notes, or to make such other provisions in
regard to matters or questions arising under this Indenture or under any
supplemental indenture as the Board of Directors may deem necessary or
desirable, and in any case which the Trustee and the Company shall determine (i)
are not inconsistent with this Indenture and the Notes and (ii) shall not
adversely affect the interests of the Holders of the Notes;

      (e) to modify or supplement this Indenture or any indenture supplemental
hereto in such manner as to permit the qualification thereof under the TIA or
any other similar federal statute hereafter in effect; and

      (f) to permit or facilitate the issuance of Notes pursuant to the
provisions hereof.

      The Trustee is hereby authorized to join in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations that may be therein continued and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee's own rights, duties, indemnities or immunities under
this Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this SECTION
7.1 may be executed without the consent of the Holders of any of the Notes at
the time Outstanding, notwithstanding any of the provisions of SECTION 7.2
hereof.

SECTION 7.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

      With the consent (evidenced as provided in ARTICLE 6 hereof) of the
Holders of not less than a majority in aggregate principal amount of the Notes
at the time Outstanding, the Company, when authorized by a resolution of its
Board of Directors, and the Trustee may, from time to time and at any time,
modify this Indenture, any indentures supplemental hereto, the Notes or the
rights of the Holders of the Notes, PROVIDED that no such supplemental indenture
shall (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Note, or reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption thereof or impair or affect the right of any
Noteholder to institute suit for the payment thereof or change the place or
currency of payment of principal of, or interest on, any Note, in each case
without the consent of the Holder of each Note so affected, or (b) without the
consent of the Holders of all Notes then Outstanding, (i) reduce the aforesaid
percentage of Notes the consent of the Holders of which is required for any such
modification, or the percentage of Notes the consent of the Holders of which is
required for any waiver provided for in this Indenture, (ii) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes specified in SECTION 2.3 or (iii) make any change in SECTION 4.9 or
this SECTION 7.2, except to increase any percentages or to


                                       47
<Page>

provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holders of each Outstanding Note affected
thereby.

      Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors certified by the Secretary or an Assistant Secretary of
the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Noteholders and
other documents, if any, required by SECTION 6.1 hereof, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties, indemnities or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

      It shall not be necessary for the consent of the Noteholders under this
SECTION 7.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this SECTION 7.2, the
Company shall mail a notice thereof by first class mail to the Holders of Notes
at their addresses as they shall appear on the Notes Register, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

SECTION 7.3 EFFECT OF SUPPLEMENTAL INDENTURE.

      Upon the execution of any supplemental indenture pursuant to the
provisions hereof, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the Holders of Notes shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

SECTION 7.4 DOCUMENTS TO BE GIVEN TO TRUSTEE.

      The Trustee, subject to the provisions of SECTION 5.1 and SECTION 5.2
hereof, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such supplemental indenture complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution of such supplemental indenture have been met.

SECTION 7.5 NOTATION OF NOTES IN RESPECT OF SUPPLEMENTAL INDENTURES.

      Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this ARTICLE 7 may bear a notation in
form approved by the Trustee as to any matters provided for by such supplemental
indenture or as to any action taken at any such meeting as the Company shall so
determine, and new Notes so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture


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<Page>

contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Notes then
Outstanding, which Notes so exchanged shall be canceled by the Trustee.

                                  ARTICLE 8
               MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE

SECTION 8.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL, LEASE OR TRANSFER ASSETS
EXCEPT UNDER CERTAIN CONDITIONS.

      (a) The Company shall not merge or consolidate with or into any other
person and the Company shall not sell, lease or convey all or substantially all
of its assets to any person, unless (1) the Company is the continuing
corporation, or the successor corporation or the person that acquires all or
substantially all of the Company's assets is a corporation organized and
existing under the laws of the United States or a State thereof or the District
of Columbia and expressly assumes all the Company's obligations under the Notes
and this Indenture, (2) immediately after such merger, consolidation, sale,
lease or conveyance, there is no Default or Event of Default hereunder, (3) if,
as a result of the merger, consolidation, sale, lease or conveyance, any or all
of the Company's property would become the subject of a lien that would not be
permitted by this Indenture, the Company secures the Notes equally and ratably
with the obligations secured by that lien and (4) the Company delivers or causes
to be delivered to the Trustee an Officers' Certificate and Opinion of Counsel
each stating that the merger, consolidation, sale, lease or conveyance comply
with this Indenture.

      (b) Except for the sale of all or substantially all assets of the Company
pursuant to subsection (a) above, and other than assets required to be sold to
conform with governmental regulations, the Company shall not sell or otherwise
dispose of any assets (other than short-term, readily marketable investments
purchased for cash management purposes with funds not representing the proceeds
of other asset sales) if, on a pro forma basis, the aggregate net book value of
all such sales during the most recent 12-month period would exceed 10 percent of
Consolidated Net Tangible Assets computed as of the end of the most recent
quarter preceding such sale; PROVIDED, HOWEVER, that any such sales shall be
disregarded for purposes of this 10 percent limitation if the proceeds are
invested in assets in similar or related lines of business of the Company and,
provided further, that the Company may sell or otherwise dispose of assets in
excess of such 10 percent limitation if the proceeds from such sales or
dispositions, which are not reinvested as provided above, are retained by the
Company as cash or cash equivalents or are used by the Company to purchase
Notes, which are then delivered to the Trustee for cancellation, or to reduce or
retire Indebtedness ranking pari passu in right of payment to the Notes or
indebtedness of the Company's Subsidiaries.

SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED.

      In case of any such merger, consolidation, sale, lease, or transfer, and
following such an assumption by the successor corporation of the Company's
obligations under the Notes and this Indenture, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein.


                                       49
<Page>

      Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of the Company prior to such succession, any or all
of the Notes issuable hereunder that theretofore shall not have been signed by
the Company and delivered to the Trustee, and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Notes that previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication and any Notes that
such successor corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All of the Notes so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Notes had been issued at the date of the execution hereof.

      In case of any such merger, consolidation, sale, lease or transfer such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

      In the event of any such sale or transfer (other than a transfer by way of
lease) the Company or any successor corporation, which shall theretofore have
become such in the manner described in this ARTICLE 8, shall be discharged from
all obligations and covenants under this Indenture and the Notes and may be
liquidated and dissolved.

SECTION 8.3 OPINION OF COUNSEL TO TRUSTEE; OFFICERS' CERTIFICATE.

      The Trustee, subject to the provisions of SECTION 5.1 and SECTION 5.2
hereof, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such merger, consolidation, sale, lease or
transfer, and any such assumption of obligations described in this ARTICLE 8,
and any such liquidation or dissolution described in this ARTICLE 8, complies
with the applicable provisions of this Indenture.

                                    ARTICLE 9
                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

SECTION 9.1 SATISFACTION AND DISCHARGE OF INDENTURE.

      If at any time (a) the Company shall have paid or caused to be paid the
principal of and premium, if any, and interest on all the Notes Outstanding
hereunder, as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Notes
theretofore authenticated (other than any Notes which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in SECTION
2.7 hereof) or (c)(i) all such Notes not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (ii) the Company shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Company in accordance with
SECTION 9.4 hereof) or U.S. Government


                                       50
<Page>

Obligations, maturing as to principal, premium, if any, and interest in such
amounts and at such times as will insure (without reinvestment) the
availability of cash sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity all such Notes not
theretofore delivered to the Trustee for cancellation, including principal,
premium, if any, and interest due or to become due to such date of maturity
as the case may be, and if, in any such case, the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange, and the Company's right to optional
redemption, (ii) substitution of apparently mutilated, defaced, destroyed,
lost or stolen Notes, (iii) rights of Holders to receive payments of
principal of and premium, if any, and interest on, the Notes upon the
original stated due dates therefor (but not upon acceleration), (iv) the
rights and obligations and immunities of the Trustee hereunder, (v) the
rights of the Noteholders as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (vi)
the maintenance by the Company of its existence), and the Trustee, upon
written demand of the Company accompanied by an Officers' Certificate and an
Opinion of Counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture; PROVIDED that the rights of Holders of the Notes to receive
amounts in respect of principal of and premium, if any, and interest on the
Notes held by them shall not be delayed longer than required by then
applicable mandatory rules or policies of any securities exchange upon which
the Notes are listed.

      The Company shall reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and shall compensate the Trustee for
any services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

SECTION 9.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES.

      Subject to SECTION 9.4 hereof, all moneys deposited with the Trustee
pursuant to SECTION 9.1 hereof shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

SECTION 9.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT.

      In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be repaid to it or paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

SECTION 9.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO
YEARS.


                                       51
<Page>

      Any moneys deposited with or paid to the Trustee or any Paying Agent for
the payment of the principal of or premium or interest on any Note and not
applied but remaining unclaimed for two years after the date upon which such
principal, premium or interest shall have become due and payable shall, upon the
written request of the Company, be repaid to the Company by the Trustee or such
Paying Agent, and the Holder of such Note shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Company for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any Paying Agent
with respect to such moneys shall thereupon cease.

SECTION 9.5 DEFEASANCE AND DISCHARGE OF INDENTURE.

      The Company will be deemed to have paid and will be discharged from any
and all obligations in respect of the Notes on the 123rd day after the deposit
referred to in subparagraph (A) below has been made, and the provisions of this
Indenture will no longer be in effect with respect to the Notes (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except as to (a) rights of registration of transfer and
exchange, and the Company's right of optional redemption, (b) substitution of
apparently mutilated, defaced, destroyed, lost or stolen securities, (c) rights
of Holders to receive payments of principal thereof and premium, if any, and
interest thereon, (d) the rights, obligations and immunities of the Trustee
hereunder, (e) the rights of the Noteholders as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (f) the obligations of the Company to maintain a place of payment for the
Notes under SECTION 3.1 hereof and (g) the maintenance by the Company of its
existence; PROVIDED that the following conditions shall have been satisfied:

                  (A) with reference to this SECTION 9.5, the Company has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee (or another trustee satisfying the requirements of SECTION
            5.8 hereof) as trust funds in trust, specifically pledged as
            security for, and dedicated solely to, the benefit of the Holders of
            the Notes, (i) money in an amount, (ii) U.S. Government Obligations,
            which through the payment of interest and principal in respect
            thereof in accordance with their terms (without reinvestment), will
            provide not later than one day before the due date of any payment
            referred to in clause (x) or (y) of this subparagraph (A) money in
            an amount, or (iii) a combination thereof, sufficient, in the
            opinion of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge, after payment of all federal,
            state and local taxes or other charges and assessments in respect
            thereof, (x) the principal of, premium, if any, and each installment
            of principal and interest on the Outstanding Notes at the maturity
            date of such principal or installment of principal or interest and
            (y) any mandatory sinking fund payments or analogous payments
            applicable to the Notes on the day on which such payments are due
            and payable in accordance with the terms of this Indenture and the
            Notes;

                  (B) the Company has delivered to the Trustee (i) an Opinion of
            Counsel to the effect that Holders will not recognize income, gain
            or loss for


                                       52
<Page>

            federal income tax purposes as a result of the Company's exercise
            of its option under this SECTION 9.5 and will be subject to
            federal income tax on the same amount and in the same manner and
            at the same times as would have been the case if such deposit,
            defeasance and discharge had not occurred, which Opinion of
            Counsel must be based on (x) a change in applicable federal
            income tax law or related Treasury Regulations after the date of
            this Indenture or (y) a ruling of the Internal Revenue Service to
            the same effect and (ii) an Opinion of Counsel to the effect that
            the defeasance trust does not constitute an "investment company"
            under the Investment Company Act of 1940, as amended, and after
            the passage of 123 days following the deposit, the trust fund
            will not be subject to the effect of Section 547 of the U.S.
            Bankruptcy Code or Section 15 of the New York Debtor and Creditor
            Law;

                  (C) immediately after giving effect to such deposit, no
            Default or Event of Default shall have occurred and be continuing on
            the date of such deposit or during the period ending on the 123rd
            day after the date of such deposit, and such deposit shall not
            result in a breach or violation of, or constitute a default under,
            any other agreement or to which the Company is a party or by which
            the Company is bound; and

                  (D) if at such time the Notes are listed on a national
            securities exchange, the Company has delivered to the Trustee an
            Opinion of Counsel to the effect that the Notes will not be delisted
            as a result of such deposit, defeasance and discharge.

SECTION 9.6 DEFEASANCE OF CERTAIN OBLIGATIONS.

      The Company may omit to comply with any term, provision, or condition set
forth in SECTIONS 3.4, 3.5 and 8.1(b), and SECTION 4.1(d) (with respect to
SECTIONS 3.4, 3.5 and 8.1(b)) and SECTIONS 4.1(c) and (e) shall be deemed not to
be Events of Default on the 123rd day after the deposit referred to in
subparagraph (A) below if:

                  (A) with reference to this SECTION 9.6, the Company has
            irrevocably deposited or caused to be irrevocably deposited with the
            Trustee (or another trustee satisfying the requirements of SECTION
            5.8 hereof) as trust funds in trust, specifically pledged as
            security for, and dedicated solely to, the benefit of the Holders of
            the Notes, (i) money in an amount, (ii) U.S. Government Obligations,
            which through the payment of interest and principal in respect
            thereof in accordance with their terms (without reinvestment), will
            provide not later than one day before the due date of any payment
            referred to in clauses (x) or (y) of this SECTION 9.6, money in an
            amount, or (iii) a combination thereof, sufficient, in the opinion
            of a nationally recognized firm of independent public accountants
            expressed in a certification thereof delivered to the Trustee, to
            pay and discharge, after payment of all federal, state and local
            taxes or other charges and assessments in respect thereof, (x) the
            principal of, premium, if any, and each installment of principal and
            interest on the Outstanding Notes at the maturity date of such


                                       53
<Page>

            principal or installment of principal or interest and (y) any
            mandatory sinking fund payments or analogous payments applicable to
            the Notes on the day on which such payments are due and payable in
            accordance with the terms of this Indenture and the Notes;

                  (B) the Company has delivered to the Trustee (i) an Opinion of
            Counsel to the effect that Holders will not recognize income, gain
            or loss for federal income tax purposes as a result of the Company's
            exercise of its option under this SECTION 9.6 and will be subject to
            federal income tax on the same amount and in the same manner and at
            the same times as would have been the case if such deposit,
            defeasance and discharge had not occurred, and (ii) an Opinion of
            Counsel to the effect that the defeasance trust does not constitute
            an "investment company" under the Investment Company Act of 1940, as
            amended, and after the passage of 123 days following the deposit,
            the trust fund will not be subject to the effect of Section 547 of
            the U.S. Bankruptcy Code or Section 15 of the New York Debtor and
            Creditor Law;

                  (C) immediately after giving effect to such deposit, no Event
            of Default, or event that after the giving of notice or lapse of
            time or both would become an Event of Default, shall have occurred
            and be continuing on the date of such deposit or during the period
            ending on the 123rd day after the date of such deposit, and such
            deposit shall not result in a breach or violation of or constitute a
            default under any other agreement or instrument to which the Company
            is a party or by which the Company is bound; and

                  (D) if at such time the Notes are listed on a national
            securities exchange, the Company has delivered to the Trustee an
            Opinion of Counsel to the effect that the Notes will not be delisted
            as a result of such deposit, defeasance and discharge.

                                   ARTICLE 10
                               REDEMPTION OF NOTES

SECTION 10.1 OPTIONAL REDEMPTION.

      The Company at its option may, at any time, redeem the Notes, in whole or
in part, upon payment of a redemption price equal to (A) the greater of (i) 100%
of the principal amount of the Notes to be redeemed and (ii) the sum of present
values of the Remaining Scheduled Payments on the Notes being redeemed
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the Treasury Rate
plus 75 basis points, plus, in either case, (B) accrued and unpaid interest, if
any, on the principal amount of Notes being redeemed to the redemption date.

SECTION 10.2 NOTES REDEEMED IN PART.


                                       54
<Page>

      Upon surrender of a Note that is redeemed in part, the Company shall issue
and the Trustee shall authenticate for the Holder at the expense of the Company
a new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

SECTION 10.3 NOTICE OF REDEMPTION.

      Notice of redemption to the Holders of Notes to be redeemed shall be given
by the Company by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Notes at their last addresses as they shall appear
in the Notes Register. Failure to give notice by mail, or any defect in the
notice to the Holder of any Note designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Note.

      The notice of redemption to each Holder shall specify that the Notes are
being redeemed pursuant to this ARTICLE 10, the date fixed for redemption, the
place or places of payment, the CUSIP and ISIN numbers (as applicable) of the
Notes being redeemed, that payment will be made upon presentation and surrender
of the Notes, that interest accrued to the date fixed for redemption will be
paid as specified in this Article and that, on and after said date, interest
thereon or on the portions thereof redeemed will cease to accrue.

      Any notice of redemption of Notes to be redeemed at the option of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. If notice of redemption
is to be given by the Trustee in the name of the Company, the Company will, at
least 40 calendar days prior to the date fixed for redemption, notify the
Trustee of such redemption date and of the principal amount of Notes to be
redeemed.

      At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this SECTION 10.3, the Company shall
deposit with the Trustee or with one or more paying agents (or, if the Company
is acting as its own paying agent, set aside, segregate and hold in trust as
provided in SECTION 2.4 hereof) an amount of money sufficient to redeem on the
redemption date all the Notes so called for redemption.

SECTION 10.4 NOTES SELECTED FOR REDEMPTION.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a PRO RATA basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or


                                       55
<Page>

whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed, the entire outstanding amount of Notes held by such Holder, even
if not a multiple of $1,000, shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called
for redemption also apply to portions of Notes called for redemption.

SECTION 10.5 PAYMENT OF NOTES CALLED FOR REDEMPTION.

      If notice of redemption has been given as above provided, the Notes shall
become due and payable on the date and at the place stated in such notice at the
redemption price, and on and after said date (unless the Company shall default
in the payment of such Notes at the redemption price) interest on the Notes or
portions of Notes so called for redemption shall cease to accrue and, except as
provided in SECTION 5.5 and SECTION 9.4 hereof, such Notes shall cease from and
after the date fixed for redemption to be entitled to any benefit or security
under this Indenture, and the Holders thereof shall have no right in respect of
such Notes except the right to receive the redemption price thereof. On
presentation and surrender of such Notes at a place of payment specified in said
notice, said Notes shall be paid and redeemed by the Company at the redemption
price, PROVIDED that any semiannual payment of interest becoming due on the date
fixed for redemption shall be payable to the Holders of such Notes registered as
such on the relevant record date subject to the terms and provisions of SECTION
2.6(i) hereof.

      If the Company defaults in the payment of the redemption price with
respect to any Note called for redemption, upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest
from the date fixed for redemption at the rate borne by the Note.

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

SECTION 11.1 INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY.

      No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such, or against any past,
present or future shareholder, officer, director or employee, as such, of the
Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Notes by the Holders thereof and as part of the consideration
for the issue of the Notes.

SECTION 11.2 PROVISIONS OF THE INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
NOTEHOLDERS.

      Nothing in this Indenture or in the Notes, expressed or implied, shall
give or be construed to give to any Person, other than the parties hereto and
their successors and the Holders (and, where expressly set forth herein, owners
of interests in any Global Note), any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their


                                       56
<Page>

successors and the Holders (and, where expressly set forth herein,
owners of interests in any Global Note).

SECTION 11.3  SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE.

      All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

SECTION 11.4  NOTICES AND DEMANDS ON COMPANY, TRUSTEE AND NOTEHOLDERS.

      Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Trustee or by the Holders to or on the
Company may be given or served by being deposited postage prepaid, first-class
mail (except as otherwise specifically provided herein) addressed (until another
address of the Company is filed by the Company with the Trustee) to Edison
Mission Energy, 18101 Von Karman Avenue, Suite 1700, Irvine, California 92612,
Attention: Chief Financial Officer. Any notice, direction, request or demand by
the Company or any Noteholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office.

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

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Company and Noteholders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice. All notices
and other communications delivered hereunder shall be deemed effective upon
receipt.

SECTION 11.5  STATEMENTS TO BE CONTAINED IN OFFICERS' CERTIFICATES AND OPINIONS
              OF COUNSEL.

      Upon any application or demand by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.


                                       57

<Page>

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he 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
Person, such condition or covenant has been complied with.

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

      Any certificate, statement or opinion of an officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

      Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

SECTION 11.6  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.

      If the date of maturity of interest on or principal, or premium, if any,
of the Notes or the date fixed for redemption of any Note shall not be a
Business Day, then payment of interest, principal, or premium need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

SECTION 11.7  NEW YORK LAW TO GOVERN.

      THIS INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS


                                       58

<Page>

THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.8  COUNTERPARTS.

      This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same agreement.

SECTION 11.9  EFFECT OF HEADINGS.

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

SECTION 11.10  TRUST INDENTURE ACT.

      When this Indenture is qualified under the TIA, the mandatory provisions
thereof shall be deemed to be incorporated by reference herein.

SECTION 11.11  WAIVER OF JURY TRIAL.

      Each of the Company and the Trustee hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Indenture, the Notes
or the transactions contemplated hereby.


                                       59

<Page>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized as of the
date first written above.

                                    EDISON MISSION ENERGY, as Company


                                    By: /s/ Steven D. Eisenberg
                                        -----------------------------------
                                        Name:  Steven D. Eisenberg
                                        Title: Vice President and Associate
                                               General Counsel



                                    THE BANK OF NEW YORK, as Trustee


                                    By: /s/ MaryBeth Lewicki
                                        -----------------------------------
                                        Name:  MaryBeth Lewicki
                                        Title: Vice President


                                       60

<Page>

                                                                       EXHIBIT A


                                [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                                                               ISIN ____________

                           10% Senior Notes due 2008

No.                                                                            $

                             EDISON MISSION ENERGY

promises to pay to _____________ or registered assigns,

the principal sum of __________________________________

on August 15, 2008.

Interest Payment Dates:  February 15 and August 15

Record Dates:  February 1 and August 1

Dated: August 10, 2001

                                       EDISON MISSION ENERGY

                                       By: _____________________________________
                                           Name:
                                           Title:


                                       By: _____________________________________
                                           Name:
                                           Title:


This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: ________________________________
         Authorized Signatory

<Page>

                                [Back of Note]
                           10% Senior Notes due 2008

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF
THE INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE
PROVISIONS OF THE INDENTURE]

[INSERT THE IAI NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. INTEREST. Edison Mission Energy, a California corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 10%
per annum from August 10, 2001 until maturity. The Company will pay interest
semi-annually in arrears on February 15 and August 15 of each year (each an
"Interest Payment Date"); PROVIDED that if any such day is not a Business Day,
then such payment will be made on the next succeeding Business Day. Interest on
this Note will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from August 10, 2001; PROVIDED that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; PROVIDED, FURTHER, that the first Interest
Payment Date in respect of this Note shall be February 15, 2002. The Company
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time at a
rate that is equal to the rate set forth on the face of this Note; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time at the same rate to the extent
lawful. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. If a Reporting Cessation occurs, the interest rate
applicable to the Notes shall be increased by 0.50% per annum from the date such
Reporting Cessation occurs until such time as the Reporting Cessation has ended.

      2. METHOD OF PAYMENT. The Company will pay interest on this Note (except
defaulted interest) to the Person who is the registered Holder of this Note at
the close of business on the February 1 or August 1 next preceding the Interest
Payment Date, even if this Note is canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.11 of the
Indenture with respect to defaulted interest. This Note will be payable as to
principal, premium, if any, and interest by mailing a check for such to or upon
the written order of the registered Holder of this Note entitled thereto at its
last address as it appears on the Notes Register or, upon written application to
the Trustee by a Holder of $1,000,000 or more in aggregate principal amount of
Notes, by wire transfer of immediately available funds to an account maintained
by such Holder with a bank or other financial institution. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


                                      A-2

<Page>

      3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

      4. INDENTURE. The Company issued this Note under an Indenture, dated as of
August 10, 2001, between the Company and the Trustee (as the same may be
amended, modified and supplemented, the "Indenture"). The terms of this Note
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). This Note is subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.

      5. REDEMPTION. The Company at its option may, at any time, redeem the
Notes, in whole or in part, upon payment of a redemption price equal to (A) the
greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii)
the sum of present values of the Remaining Scheduled Payments on the Notes being
redeemed discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the Treasury
Rate plus 75 basis points, plus, in either case, (B) accrued and unpaid
interest, if any, on the principal amount of Notes being redeemed to the
redemption date.

      6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its last registered address. Subject to payment by
the Company of a sum sufficient to pay the amount due on redemption, interest on
the Notes ceases to accrue upon the date duly fixed for redemption of the Notes.

      7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are issuable only in
registered form without coupons in denominations of $100,000 and any integral
multiple of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the corresponding Interest
Payment Date.

      8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

      9. AMENDMENT, SUPPLEMENT. With the consent of the Holders of not less than
a majority in aggregate principal amount of the Notes (including Additional
Notes, if any) at the time Outstanding, evidenced as provided in the Indenture,
the Indenture or any supplemental indentures or the rights of the Holders of the
Notes may be modified by the Company and the Trustee; PROVIDED that no such
modification shall (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Note, or reduce the principal
amount


                                      A-3

<Page>

thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on the redemption thereof or impair or
affect the rights of any Noteholder to institute suit for the payment thereof or
change the place or currency of payment of principal of, or interest on, any
Note, in each case without the consent of the Holder of each Note so affected,
or (b) without the consent of the Holders of all Notes then outstanding, (i)
reduce the aforesaid percentage of Notes the consent of the Holders of which is
required for any such modification, or the percentage of Notes the consent of
Holders of which is required for any waiver provided for in the Indenture, (ii)
change any obligation of the Company to maintain an office or agency for payment
of and transfer and exchange of the Notes or (iii) make certain changes to
provisions relating to the waiver of past defaults or to the provisions for
supplementing the Indenture with the consent of the Holders.

      10. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon redemption or otherwise, (iii) failure by the
Company for 90 days after notice to the Company by the Trustee or the Holders of
at least 25% in principal amount of the Notes (including Additional Notes) then
outstanding voting as a single class to comply with certain other agreements in
the Indenture or the Notes; (iv) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (v) certain final judgments for the
payment of money that remain undischarged for a period of 90 days; and (vi)
certain events of bankruptcy or insolvency with respect to the Company. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare the
principal of all the Notes and the interest accrued thereon to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any past Default or Event of Default except a Default in the payment
of principal of, premium, if any, or interest on, any of the Notes. The Company
is required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

      11. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

      12. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes, the Indenture or
any indenture supplemental thereto or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.


                                      A-4

<Page>

      13. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

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

      15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of August 10, 2001, between the Company and the parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of any Additional Notes (collectively, the "Registration
Rights Agreement").

      16. 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 Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612
Attention:  Chief Financial Officer


                                      A-5

<Page>

                                ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: _________________

                                       Your Signature: _________________________
                                               (Sign exactly as your name
                                               appears on the face of this Note)

Signature Guarantee*: _________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-6

<Page>



            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:



<Table>
<Caption>
                                                                                Principal Amount           Signature of
                        Amount of decrease in     Amount of increase in       of this Global Note       authorized officer of
                           Principal Amount         Principal Amount        following such decrease        Trustee or Note
   Date of Exchange       of this Global Note      of this Global Note           (or increase)                Custodian
<S>                     <C>                       <C>                       <C>                         <C>




</Table>



* THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.





                                          A-7
<Page>


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612

The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286


        Re:  10% SENIOR NOTES DUE AUGUST 15, 2008

      Reference is hereby made to the Indenture, dated as of August 10, 2001
(the "INDENTURE"), between Edison Mission Energy, as issuer (the "COMPANY"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

      ___________________, (the "TRANSFEROR") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                            [CHECK ALL THAT APPLY]

      1. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

      2. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to


                                      B-1
<Page>

a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed
in, on or through the facilities of a designated offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that
the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii)
the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.

      3. |_| CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE RESTRICTED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

             (a)  |_|  such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

             (b)  |_|  such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

             (c) |_| such Transfer is being effected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act;

                                       or

            (d) |_| such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of


                                     B-2
<Page>


      less than $250,000, an Opinion of Counsel provided by the Transferor or
      the Transferee (a copy of which the Transferor has attached to this
      certification), to the effect that such Transfer is in compliance with
      the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the
      Definitive Notes and in the Indenture and the Securities Act.

        4. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a) |_| CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b) |_| CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) |_| CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

      This certificate and the statements contained herein are made for your
benefit.


                                          -------------------------------
                                            [Insert Name of Transferor]


                                     B-3
<Page>

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













                                     B-4
<Page>



                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.    The Transferor owns and proposes to transfer the following:

                          [CHECK ONE OF (a) OR (b)]

      (a)  |_|  a beneficial interest in the:

                   (i)  |_|  144A Global Note (CUSIP _________), or

                   (ii) |_|  Regulation S Global Note (CUSIP _________), or

                   (b)  |_|  a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                 [CHECK ONE]

                (a)  |_|  a beneficial interest in the:

                   (i)  |_|  144A Global Note (CUSIP _________), or

                   (ii) |_|  Regulation S Global Note (CUSIP _________), or

                   (iii)|_|  Unrestricted Global Note (CUSIP _________); or

                (b)  |_|  a Restricted Definitive Note; or

                (c)  |_|  an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.










                                     B-5
<Page>



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612

The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286




      Re:  10% SENIOR NOTES DUE AUGUST 15, 2008

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of August 10, 2001
(the "INDENTURE"), between Edison Mission Energy, as issuer (the "COMPANY"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

      __________________________, (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

      1.    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

      (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (b) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner


                                      C-1
<Page>

                                                                       EXHIBIT C

hereby certifies (i) the Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act and (iv) the Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (c) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest
is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States.

      (d) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for
the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note
is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States.

      2.    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES

      (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies
that the Restricted Definitive Note is being acquired for the Owner's own
account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.

      (b) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest
in the [CHECK ONE]|_|144A Global Note, |_|Regulation S Global Note, with an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and
(ii) such


                                     C-2
<Page>

                                                                       EXHIBIT C

Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Note and in the Indenture and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                          -------------------------------
                                            [Insert Name of Transferor]


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










                                      C-3
<Page>



                                                                       EXHIBIT D

      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612-1046

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Attention: Transactions Advisory Group

Dear Sirs:

      We are delivering this letter in connection with an offering of
$400,000,000 of 10% Senior Notes due August 15, 2008 (the "Notes") of Edison
Mission Energy, a California corporation (the "Company"), as described in the
Confidential Offering Circular (the "Offering Circular") relating to the
offering.

      We hereby confirm that:

            (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

            (ii) (A) any purchase of the Notes by us will be for our own account
         or for the account of one or more other Institutional Accredited
         Investors or as fiduciary for the account of one or more trusts, each
         of which is an "accredited investor" within the meaning of Rule
         501(a)(7) under the Securities Act and for each of which we exercise
         sole investment discretion or (B) we are a "bank," within the meaning
         of Section 3(a)(2) of the Securities Act, or a "savings and loan
         association" or other institution described in Section 3(a)(5)(A) of
         the Securities Act that is acquiring the Notes as fiduciary for the
         account of one or more institutions for which we exercise sole
         investment discretion;

            (iii) in the event that we purchase any of the Notes, we will
         acquire Notes having a minimum purchase price of not less than $100,000
         for our own account or for any separate account for which we are
         acting;

            (iv) we have such knowledge and experience in financial and business
         matters that we are capable of evaluating the merits and risks of
         purchasing the Notes;

            (v) we are not acquiring the Notes with a view to distribution
         thereof or with any present intention of offering or selling any of the
         Notes, except inside the United States in accordance with Rule 144A
         under the Securities Act or outside the United States under Regulation
         S under the Securities Act, as provided below, PROVIDED that the
         disposition of our property and the property of any accounts for which
         we are acting as fiduciary shall remain at all times within our
         control; and

            (vi) we have received a copy of the Offering Circular relating to
         the offering of the Notes and acknowledge that we have had access to
         such financial and other information, and have been afforded the
         opportunity to ask questions of representatives of the Company and


                                     D-1
<Page>

                                                                       EXHIBIT D

         receive answers thereto, as we deem necessary in connection with our
         decision to purchase the Notes.

               We understand that the Notes are being offered in a transaction
        not involving any public offering within the United States within the
        meaning of the Securities Act and that the Notes have not been
        registered under the Securities Act, and we agree, on our own behalf and
        on behalf of each account for which we acquire any Notes, that if in the
        future we decide to resell, pledge or otherwise transfer the Notes, the
        Notes may be offered, resold, pledged or otherwise transferred only (i)
        in the United States to a person who we reasonably believe is a
        "qualified institutional buyer"(as defined in Rule 144A under the
        Securities Act) in a transaction meeting the requirements of Rule 144A,
        (ii) outside the United States in a transaction in accordance with Rule
        904 under the Securities Act, (iii) under an exemption from registration
        under the Securities Act provided by Rule 144 thereunder (if available)
        or (iv) under an effective registration statement under the Securities
        Act, in each of cases (i) through (iv), in accordance with any
        applicable securities laws of any state of the United States or any
        other applicable jurisdiction. We understand that the registrar and
        transfer agent for the Notes will not be required to accept for
        registration of transfer any Notes acquired by us, except upon
        presentation of evidence satisfactory to the Company and the transfer
        agent that the foregoing restrictions on transfer have been complied
        with. We further understand that any Notes acquired by us will be in the
        form of definitive physical certificates and will bear a legend
        reflecting the substance of this paragraph.


            We acknowledge that you, the Company and others will rely upon our
         confirmations, acknowledgements and agreements set forth herein, and we
         agree to notify you promptly in writing if any of our representations
         or warranties herein ceases to be accurate and complete.

            THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
         THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
         CONFLICTS OF LAWS.

            Date: ___________________________
                                                    -----------------------
                                                      (Name of Purchaser)


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




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