<PAGE>   1
                                                                     EXHIBIT 4.5



                      CALPINE CANADA ENERGY FINANCE II ULC


                                       and


                        WILMINGTON TRUST COMPANY, Trustee




                                    Indenture

                          Dated as of October __, 2001






                                 Debt Securities

                      Fully and Unconditionally Guaranteed
                             by Calpine Corporation



<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
                                                     ARTICLE I
                                    DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                 <C>                                                                                    <C>
SECTION 1.1         Definitions...........................................................................   1
SECTION 1.2         Other Definitions.....................................................................   7
SECTION 1.3         Incorporation by Reference of TIA.....................................................   7
SECTION 1.4         Rules of Construction.................................................................   7

                                                    ARTICLE II
                                                  THE SECURITIES

SECTION 2.1         Securities Issuable in Series............................................................8
SECTION 2.2         Form and Dating.........................................................................10
SECTION 2.3         Execution and Authentication............................................................11
SECTION 2.4         Registrar and Paying Agent..............................................................12
SECTION 2.5         Paying Agent To Hold Money in Trust.....................................................12
SECTION 2.6         Securityholder Lists....................................................................12
SECTION 2.7         Transfer and Exchange...................................................................13
SECTION 2.8         Replacement Securities..................................................................16
SECTION 2.9         Outstanding Securities..................................................................16
SECTION 2.10        Determination of Holders' Action........................................................17
SECTION 2.11        Temporary Securities....................................................................17
SECTION 2.12        Cancellation............................................................................17
SECTION 2.13        Defaulted Interest......................................................................17
SECTION 2.14        Interest Act (Canada)...................................................................18
SECTION 2.15        Securities Act Legend...................................................................18

                                                    ARTICLE III
                                                     COVENANTS

SECTION 3.1         Payment of Securities...................................................................19
SECTION 3.2         Maintenance of Office or Agency.........................................................19
SECTION 3.3         Limitation on Sale/Leaseback Transactions...............................................19
SECTION 3.4         Limitation on Liens.....................................................................19
SECTION 3.5         Compliance Certificate..................................................................21
SECTION 3.6         Further Instruments and Acts............................................................21
SECTION 3.7         Waiver of Certain Covenants.............................................................21
SECTION 3.8         Additional Amounts......................................................................21

                                                    ARTICLE IV
                                       CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1         Merger and Consolidation of Company.....................................................22
SECTION 4.2         Successor Substituted...................................................................22
SECTION 4.3         Assignment by the Company to the Guarantor
                      or its Significant Subsidiaries.......................................................23

                                                     ARTICLE V
                                               DEFAULTS AND REMEDIES

SECTION 5.1         Events of Default.......................................................................23
SECTION 5.2         Acceleration............................................................................25
SECTION 5.3         Other Remedies..........................................................................25
SECTION 5.4         Waiver of Past Defaults.................................................................25
SECTION 5.5         Control by Majority.....................................................................25
SECTION 5.6         Limitation on Suits.....................................................................26
SECTION 5.7         Rights of Holders To Receive Payment....................................................26
</TABLE>

<PAGE>   3

<TABLE>
<S>                 <C>                                                                                    <C>
SECTION 5.8         Collection Suit by Trustee..............................................................26
SECTION 5.9         Trustee May File Proofs of Claim........................................................26
SECTION 5.10        Priorities..............................................................................27
SECTION 5.11        Undertaking for Costs...................................................................27
SECTION 5.12        Waiver of Stay or Extension Laws........................................................27

                                                    ARTICLE VI
                                                      TRUSTEE

SECTION 6.1         Duties of Trustee.......................................................................27
SECTION 6.2         Rights of Trustee.......................................................................28
SECTION 6.3         Individual Rights of Trustee............................................................29
SECTION 6.4         Trustee's Disclaimer....................................................................29
SECTION 6.5         Notice of Defaults......................................................................29
SECTION 6.6         Reports by Trustee to Holders...........................................................29
SECTION 6.7         Compensation and Indemnity..............................................................29
SECTION 6.8         Replacement of Trustee..................................................................30
SECTION 6.9         Successor Trustee by Merger, etc........................................................31
SECTION 6.10        Eligibility; Disqualification; Conflicting Interests....................................32
SECTION 6.11        Preferential Collection of Claims Against Company.......................................32

                                                    ARTICLE VII
                                      SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 7.1         Discharge of Liability on Securities....................................................32
SECTION 7.2         Termination of Company's Obligations....................................................32
SECTION 7.3         Defeasance and Discharge of Indenture...................................................33
SECTION 7.4         Defeasance of Certain Obligations.......................................................34
SECTION 7.5         Application of Trust Money..............................................................35
SECTION 7.6         Repayment to Company....................................................................36
SECTION 7.7         Reinstatement...........................................................................36
SECTION 7.8         Deposited Money and U.S. Government Obligations to be Held in Trust:....................
                    Miscellaneous Provisions................................................................36

                                                   ARTICLE VIII
                                            AMENDMENTS AND SUPPLEMENTS

SECTION 8.1         Without Consent of Holders..............................................................36
SECTION 8.2         With Consent of Holders.................................................................37
SECTION 8.3         Compliance with Trust Indenture Act.....................................................38
SECTION 8.4         Revocation and Effect of Consents.......................................................38
SECTION 8.5         Notation on or Exchange of Securities...................................................38
SECTION 8.6         Trustee To Sign Amendments..............................................................38
SECTION 8.7         Fixing of Record Dates..................................................................38

                                                    ARTICLE IX
                                                    REDEMPTION

SECTION 9.1         Applicability of Article................................................................39
SECTION 9.2         Election to Redeem; Notice to Trustee...................................................39
SECTION 9.3         Selection by Trustee of Securities to be Redeemed.......................................39
SECTION 9.4         Notice of Redemption....................................................................39
SECTION 9.5         Deposit of Redemption Price.............................................................40
SECTION 9.6         Securities Redeemed in Part.............................................................40

                                                     ARTICLE X
                                                   MISCELLANEOUS

SECTION 10.1        Trust Indenture Act Controls............................................................40
</TABLE>

<PAGE>   4

<TABLE>
<S>                 <C>                                                                                    <C>
SECTION 10.2        Notices.................................................................................41
SECTION 10.3        Communication by Holders with Other Holders.............................................41
SECTION 10.4        Certificate and Opinion as to Conditions Precedent......................................41
SECTION 10.5        Statements Required in Certificate or Opinion...........................................41
SECTION 10.6        Rules by Trustee and Agents.............................................................42
SECTION 10.7        Legal Holidays..........................................................................42
SECTION 10.8        Successors; No Recourse Against Others..................................................42
SECTION 10.9        Duplicate Originals.....................................................................42
SECTION 10.10       Other Provisions........................................................................42
SECTION 10.11       Governing Law...........................................................................42
SECTION 10.12       Jurisdiction............................................................................42
SECTION 10.13       Judgment Currency.......................................................................43

SIGNATURES

EXHIBIT A -- Form of Security..............................................................................A-1
EXHIBIT B -- Forms of Certificate of Beneficial Ownership..................................................B-1
EXHIBIT C -- Forms of Certificate to be Delivered in Connection with
                  Transfers Pursuant to Regulation S.......................................................C-1
EXHIBIT D -- Form of Guarantee Agreement...................................................................D-1
</TABLE>

<PAGE>   5

      INDENTURE, dated as of October __, 2001, between Calpine Canada Energy II
Finance ULC, an unlimited liability company organized under the laws of Nova
Scotia, Canada (the "Company"), and Wilmington Trust Company, a Delaware banking
corporation (the "Trustee").

      WHEREAS, the Company desires to issue debt securities in one or more
series from time to time hereunder in an unlimited aggregate principal amount;

      WHEREAS, Calpine Corporation, the parent corporation of the Company, has
agreed to fully and unconditionally guarantee the debt securities issued by the
Company hereunder; and

      WHEREAS, the Trustee desires to act as Trustee with respect to such
securities;

      NOW, THEREFORE, each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the holders of such securities
or of series thereof:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions.

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

      "Agent" means, with respect to any Series of Securities, any Registrar,
Paying Agent, authenticating agent, co-registrar or additional paying agent
appointed pursuant to this Indenture with respect to such Series.

      "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as
at the time of determination, the present value (discounted at the rate of
interest set forth or implicit in the terms of such lease (or, if not
practicable to determine such rate, the weighted average rate of interest borne
by the Securities outstanding hereunder (calculated, in the event of the
issuance of any original lease discount Securities, based on the imputed
interest rate with respect thereto)), compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

      "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of (A) the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
scheduled redemption or similar payment with respect to such Indebtedness or
Preferred Stock multiplied by (B) the amount of such payment by (ii) the sum of
all such payments.

      "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

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

      "Business Day" means each day which is not a Legal Holiday.

      "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation or any
and all equivalent ownership interests in a Person (other than a corporation).

<PAGE>   6

      "Capitalized Lease Obligations" of any Person means the rental obligations
under any lease of any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of such Person as lessee, in
conformity with GAAP, is required to be capitalized on the balance sheet of such
Person; the Stated Maturity of any such lease shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.

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

      "Common Stock" means the Common Stock, par value $.001 per share, of the
Guarantor.

      "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the terms and conditions of this Indenture and
thereafter means the successor.

      "Consolidated Current Liabilities," as of the date of determination, means
the aggregate amount of consolidated liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating (i) all
inter-company items between the Company and its Subsidiaries and (ii) all
current maturities of long-term Indebtedness, all as determined in accordance
with GAAP.

      "Consolidated Net Tangible Assets" means, as of any date of determination,
as applied to the Company, the total amount of Consolidated assets (less
accumulated depreciation or amortization, allowances for doubtful receivables,
other applicable reserves and other properly deductible items) under GAAP which
would appear on a Consolidated balance sheet of the Company and its
Subsidiaries, determined in accordance with GAAP, and after giving effect to
purchase accounting and after deducting therefrom, to the extent otherwise
included, the amounts of: (i) Consolidated Current Liabilities; (ii) minority
interests in consolidated Restricted Subsidiaries held by Persons other than the
Company or a Restricted Subsidiary; (iii) excess of cost over fair value of
assets of businesses acquired, as determined in good faith by the Board of
Directors; (iv) any revaluation or other write-up in value of assets subsequent
to December 31, 1993 as a result of a change in the method of valuation in
accordance with GAAP; (v) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items; (vi) treasury stock; and (vii) any cash set apart and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities.

      "Consolidation" means, with respect to any Person, the consolidation of
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and such subsidiaries are consolidated in accordance
with GAAP. The term "Consolidated" shall have a correlative meaning.

      "Clearstream" means Clearstream Banking, S.A., formerly Cedelbank.

      "Common Depository" means a common depositary of Securities, and its
successors and assigns, on behalf of Euroclear and Clearsteam, each in its
capacity as a Depository, and shall initially be Kredietbank S.A.
Luxembourgeoise.

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

      "Defaulted Interest" means any interest on any Security which is payable,
but is not punctually paid or duly provided for on any Interest Payment Date,
such Defaulted Interest to accrue (except as otherwise provided in accordance
with Section 2.1) at the same rate per annum as interest accrued or accreted, as
the case may be, on the Business Day immediately preceding such Interest Payment
Date.

      "Depository" means, as to Securities denominated in United States dollars,
The Depository Trust Company, its nominees, and their respective successors; and
as to Securities denominated other than in United States dollars, Euroclear and
Clearstream, their respective nominees, and the respective successors of each of
the foregoing, in each case until a successor Depository or Depositories shall
have become such pursuant to the applicable provisions of this Indenture and
thereafter "Depository" shall mean or include each Person who is then a
Depository hereunder.

                                       2
<PAGE>   7

      "Directors' Certificate" means a certificate signed by two members of the
Board of Directors.

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

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

      "Exchange Securities" means the Securities to be issued pursuant to this
Indenture in connection with a Registered Exchange Offer pursuant to a
Registration Rights Agreement with respect to a specified Series of Initial
Securities.

      "GAAP" means generally accepted accounting principles in the United States
of America as in effect and, to the extent optional, adopted by the Company, on
the date of the Indenture, consistently applied.

      "Guarantee" means, as applied to any obligation, contingent or otherwise,
of any Person, (i) a guarantee, direct or indirect, in any manner, of any part
or all of such obligation (other than by endorsement of negotiable instruments
for collection in the ordinary course of business) and (ii) an agreement, direct
or indirect, contingent or otherwise, the practical effect of which is to insure
in any way the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation, including the payment of
amounts drawn down under letters of credit. With respect to the Guarantor,
"Guarantee" shall include the guarantee by the Guarantor of the Securities
pursuant to the Guarantee Agreement.

      "Guarantee Agreement" means the guarantee agreement made by the Guarantor
and accepted and agreed to by the Trustee, in substantially the form annexed
hereto as Exhibit D, as the same may be amended or supplemented from time to
time in accordance with the applicable provisions thereof.

      "Guarantor" means Calpine Corporation, a Delaware corporation until a
successor replaces it pursuant to the terms and conditions of the Guarantee
Agreement and thereafter means the successor.

      "Holder" or "Securityholder" means the Person in whose name a Security is
registered on the Registrar's books.

      "Incur" means, as applied to any obligation, to create, incur, issue,
assume, guarantee or in any other manner become liable with respect to,
contingently or otherwise, such obligation, and "Incurred," "Incurrence" and
"Incurring" shall each have a correlative meaning; provided, however, that any
amendment, modification or waiver of any provision of any document pursuant to
which Indebtedness was previously Incurred shall not be deemed to be an
Incurrence of Indebtedness as long as (i) such amendment, modification or waiver
does not (A) increase the principal or premium thereof or interest rate thereon,
(B) change to an earlier date the Stated Maturity thereof or the date of any
scheduled or required principal payment thereon or the time or circumstances
under which such Indebtedness may or shall be redeemed, (C) if such Indebtedness
is contractually subordinated in right of payment to the Securities, modify or
affect, in any manner adverse to the Holders, such subordination or (D) if the
Company is the obligor thereon, provide that a Restricted Subsidiary shall be an
obligor and (ii) such Indebtedness would, after giving effect to such amendment,
modification or waiver as if it were an Incurrence, comply with clause (i) of
the first proviso to the definition of "Refinancing Indebtedness."

      "Indebtedness" of any Person means, without duplication, (i) the principal
in respect of indebtedness of such Person for money borrowed and; (ii) all
Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect to
letters of credit securing obligations (other than obligations described in (i)
and (ii) above) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (iv) all obligations of the type referred to in
clauses (i) through (iii) of other Persons and all dividends of other Persons
for the payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise; and (v) all
obligations of the type referred to in clauses (i) through (iv) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation on any date
of determination being deemed to be the lesser of the value of such property

                                       3
<PAGE>   8

or assets or the amount of the obligation so secured. The amount of Indebtedness
of any Person at any date shall be, with respect to unconditional obligations,
the outstanding balance at such date of all such obligations as described above
and, with respect to any contingent obligations at such date, the maximum
liability determined by such Person's board of directors, in good faith, as, in
light of the facts and circumstances existing at the time, reasonably likely to
be Incurred upon the occurrence of the contingency giving rise to such
obligation.

      "Indenture" means, with respect to each Series of Securities, this
Indenture as originally executed or as it is amended or supplemented from time
to time by one or more indentures supplemental hereto entered into in accordance
with the applicable provisions hereof, and shall include the terms of each
particular Series of Securities established as contemplated by Section 2.1.

      "Initial Securities" means a Series of Securities issued under this
Indenture pursuant to Rule 144A and/or Regulation S.

      "Interest Payment Date" means, with respect to any Series, the stated
maturity of an installment of interest on the Securities of such Series.

      "Lien" means any mortgage, lien, pledge, charge, or other security
interest or encumbrance of any kind (including any conditional sale or other
title retention agreement and any lease in the nature thereof).

      "Non-U.S. Person" means a person that is not a U.S. person, as defined in
Regulation S.

      "Officer" means the Chairman, the President, any Vice President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary,
any Assistant Treasurer, any Assistant Secretary or the Controller or Principal
Accounting Officer of the Company or the Guarantor, as the case may be.

      "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the President, the Treasurer or a Vice President. Each Officers'
Certificate (other than certificates provided pursuant to TIA Section 314(a)(4))
shall include the statements provided for in TIA Section 314(e), if applicable.

      "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel, if so acceptable, may be an employee of
or counsel to the Company, the Guarantor or the Trustee. Each such Opinion of
Counsel shall include the statements provided for in TIA Section 314(e), if
applicable.

      "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any
other entity.

      "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

      "Principal" of a Security means the principal of the Security plus, if
applicable, the premium on the Security due on the Stated Maturity or on a
Redemption Date.

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

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

      "Redemption Price" means, when used with respect to any Security of any
Series to be redeemed, the price specified in such Security at which it is to be
redeemed pursuant to this Indenture.

      "Refinancing Indebtedness" means Indebtedness that refunds, refinances,
replaces, renews, repays or extends (including pursuant to any defeasance or
discharge mechanism) (collectively, "refinances," and "refinanced" shall

                                       4
<PAGE>   9

have a correlative meaning) any Indebtedness of the Company including
Indebtedness that refinances Refinancing Indebtedness; provided, however, that
(i) if the Indebtedness being refinanced is contractually subordinated in right
of payment to the Securities, the Refinancing Indebtedness shall be
contractually subordinated in right of payment to the Securities to at least the
same extent as the Indebtedness being refinanced, (ii) the Refinancing
Indebtedness is scheduled to mature either (a) no earlier than the Indebtedness
being refinanced or (b) after the Stated Maturity of the Securities, (iii) the
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced and (iv) such Refinancing Indebtedness is in
an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal
amount (or if issued with original issue discount, the aggregate accreted value)
then outstanding (plus fees and expenses, including any premium, swap breakage
and defeasance costs) under the Indebtedness being refinanced; and provided,
further, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Subsidiary of the Company that refinances Indebtedness of the Company or (y)
Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary.

      "Registered Exchange Offer" means an offer by the Company, pursuant to a
Registration Rights Agreement, to certain Holders of specified Initial
Securities, to issue and deliver to such Holders, in exchange for such Initial
Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act.

      "Registration Rights Agreement" means an agreement by the Company and the
Guarantor for the benefit of Holders of specified series of Initial Securities
relating to a Registered Exchange Offer and, under certain circumstances, a
Shelf Registration Statement.

      "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

      "Restricted Subsidiary" means any Subsidiary of the Company that is not
designated an Unrestricted Subsidiary by the Board of Directors.

      "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

      "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Subsidiary transfers such
property to a Person and leases it back from such Person, other than leases for
a term of not more than 36 months or between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

      "SEC" means the Securities and Exchange Commission.

      "Securities" means unsecured debentures, notes or other evidence of
indebtedness of the Company that are issued under and pursuant to the terms of
this Indenture, including, without limitation, Initial Securities and Exchange
Securities.

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

      "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by a Depository), or any successor person thereto and
shall initially be the Trustee, where the Depository is The Depository Trust
Company, and shall initially be the Common Depository, where the Depositories
are Euroclear and Clearstream.

      "Shelf Registration Statement" means a registration statement issued by
the Company, in connection with the offer and sale of specified Initial
Securities, pursuant to a Registration Rights Agreement.

      "Significant Subsidiary" means any Subsidiary (other than an Unrestricted
Subsidiary) that would be a "Significant Subsidiary" of the Guarantor within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

                                       5
<PAGE>   10

      "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the principal of such security is
due and payable, including pursuant to any mandatory redemption provision (but
excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency).

      "Subsidiary" means, as applied to any Person, any corporation,
partnership, trust, association or other business entity of which an aggregate
of at least 50% of the outstanding Voting Shares or an equivalent controlling
interest therein, of such Person is, at the time, directly or indirectly, owned
by such Person and/or one or more Subsidiaries of such Person.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date first above written.

      "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.15 hereof.

      "Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor, and if at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any Series
shall mean the Trustee with respect to the Securities of that Series.

      "Trust Officer" means any officer of the Trustee assigned by the Trustee
to administer its corporate trust matters or to whom any corporate trust matter
is referred because of that officer's knowledge of and familiarity with the
particular subject.

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

      "Unrestricted Subsidiary" means (i) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company or any other Subsidiary that is not a
Subsidiary of the Subsidiary to be so designated; provided, that the Subsidiary
to be so designated and all other Subsidiaries previously so designated at the
time of any determination hereunder shall, in the aggregate, have total assets
not greater than 5% of Consolidated Net Tangible Assets as determined based on
the Consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter for which financial statements are available. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company; provided, however, that immediately after giving
effect to such designation no Default or Event of Default shall have occurred
and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing provision; provided, however, that
the failure to so file such resolution and/or Officers' Certificate with the
Trustee shall not impair or affect the validity of such designation.

      "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable before the Stated Maturity
thereof.

      "U.S. Person" has the meaning ascribed to such term in Regulation S.

      "Voting Shares," with respect to any corporation, means the Capital Stock
having the general voting power under ordinary circumstances to elect at least a
majority of the board of directors (irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).

                                       6
<PAGE>   11

      "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.

SECTION 1.2 Other Definitions.

<TABLE>
<CAPTION>
                                                                    DEFINED IN
      TERM                                                            SECTION
      ----                                                         -----------
<S>                                                                <C>
      "144A Certificated Security"...............................        2.2
      "144A Global Security".....................................        2.2
      "Additional Securities"....................................        2.1
      "Affiliate Assignee".......................................        4.3
      "Bankruptcy Law"...........................................        5.1
      "Custodian"................................................        5.1
      "Event of Default".........................................        5.1
      "Global Securities"........................................        2.2
      "Legal Holiday"............................................       10.7
      "Notice of Default"........................................        5.1
      "Paying Agent".............................................        2.4
      "Registrar"................................................        2.4
      "Regulation S Certificated Security".......................        2.2
      "Regulation S Global Security".............................        2.2
      "Regulation S Permanent Global Security"...................        2.2
      "Regulation S Temporary Global Security"...................        2.2
      "Securities Act Legend"....................................        2.15
      "Series"...................................................        2.1
      "Successor Corporation"....................................        4.1(i)
      "Transfer Agent"...........................................        2.4
</TABLE>

SECTION 1.3 Incorporation by Reference of TIA.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "Commission" means the SEC;

      "indenture securities" means the Securities;

      "indenture security holder" means a Holder or Securityholder;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

      "obligor" on the indenture securities means the Company or any other
obligor on the indenture securities.

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

SECTION 1.4 Rules of Construction.

      Unless the context otherwise requires:

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

            (b) "generally accepted accounting principles" means, and any
      accounting term not otherwise defined has the meaning assigned to it and
      shall be construed in accordance with, GAAP;

                                       7
<PAGE>   12

            (c) "or" is not exclusive;

            (d) words in the singular include the plural, and in the plural
      include the singular;

            (e) provisions apply to successive events and transactions;

            (f) "including" means "including, without limitation";

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

            (h) the principal amount of any non-interest bearing or other
      discount Security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the Company dated such date prepared
      in accordance with generally accepted accounting principles; and

            (i) the principal amount (if any) of any Preferred Stock shall be
      the greatest of (i) the stated value, (ii) the redemption price or (iii)
      the liquidation preference of such Preferred Stock.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1 Securities Issuable in Series.

      Securities may be issued hereunder in one or more series, the Securities
of each series (a "Series") having identical terms but for authentication date
and public offering price. Securities of any one Series need not be issued at
the same time and, unless specifically provided otherwise, a Series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such Series. All Securities shall be fully and unconditionally
guaranteed by the Guarantor pursuant to the Guarantee Agreement. Initial
Securities of a Series shall be treated as a single class and series with
Exchange Securities issued in exchange for such Initial Securities.

      Securities issued hereunder shall be issued pursuant to authority granted
by or pursuant to a Board Resolution and, prior to the issue hereunder of the
first Securities of a Series, the Company shall set forth in a Directors'
Certificate, or establish in one or more indentures supplemental hereto, the
following terms which shall be applicable to such Series:

            (1) the title, including CUSIP number and, if applicable, ISIN and
      Common Code numbers, of the Series (which shall distinguish the Securities
      of such Series from all other Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of such Series which may be authenticated and delivered under this
      Agreement (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or for replacement of, or
      in lieu of, other Securities of the Series pursuant to Sections 2.7, 2.8,
      2.11, 8.5 or 9.6);

            (3) the date or dates on which the principal of the Securities of
      the Series are payable;

            (4) the rate or rates, or the method of determination thereof, at
      which the Securities of the Series shall bear interest, if any, the date
      or dates from which such interest shall accrue, the Interest Payment Dates
      on which such interest shall be payable and the record dates for the
      determination of Holders to whom interest is payable;

            (5) the place or places where the principal of, and interest on
      Securities of the Series shall be payable;

            (6) the obligation, if any, of the Company to redeem, purchase or
      repay the Securities of such Series pursuant to any right to do so
      contained in the Securities or pursuant to sinking fund or analogous
      provisions or at the option of a Holder thereof and the price or prices at
      which and the period or periods within which and the

                                       8
<PAGE>   13

      terms and conditions upon which the Securities of such Series shall be
      redeemed, purchased or repaid, in whole or in part, pursuant to such
      obligation;

            (7) the denominations in which the Securities of such Series shall
      be issuable, if other than integral multiples of $1,000;

            (8) if other than the principal amount thereof, the portion of the
      principal amount of the Securities of such Series which shall be payable
      upon the declaration of acceleration of the maturity thereof pursuant to
      Section 5.2;

            (9) any Events of Default or covenants with respect to the
      Securities of such Series, if not set forth in this Indenture;

            (10) if other than those named herein, any other depositaries,
      authenticating or paying agents, transfer agents or registrars or any
      other agents with respect to such Series;

            (11) the stock exchanges, if any, on which the Securities will be
      listed and related information, including the office or agency appointed
      by the Company pursuant to Sections 2.4 and 3.2 and any Paying Agent or
      Transfer Agent appointed pursuant to the requirements of such stock
      exchange;

            (12) any applicable restrictions on the transfer of any of the
      Securities of such Series;

            (13) if other than the currency of the United States of America, the
      currency, currencies or currency units in which the principal of or
      interest, if any, on any Securities of the Series shall be payable and the
      manner of determining the equivalent thereof in the currencies of the
      United States of America for any purpose;

            (14) if applicable, the terms of any right to convert Securities of
      the Series into, or to exchange Securities of the Series for, shares of
      Common Stock or other securities or property;

            (15) whether Securities of the Series are the subject of a
      Registration Rights Agreement;

            (16) whether the Securities of the Series are subject to defeasance
      or covenant defeasance under Section 7.3 or 7.4, including any
      modification of the provisions of Sections 7.3, 7.4, 7.5, 7.6, 7.7 or 7.8
      pursuant to Section 7.9, or such other means of satisfaction and discharge
      as may be specified for a Series in addition to or in lieu of the
      provisions of Section 7.1 or 7.2;

            (17) whether the Securities of the Series shall be issued in whole
      or in part in the form of one or more Global Securities, the Depository
      for the Series, if other than The Depository Trust Company, its nominees
      or their respective successors, and any circumstances in addition to or in
      lieu of those set forth in Section 2.7 in which any Global Security may be
      exchanged in whole or in part for Securities registered, and any transfer
      of such Global Security in whole or in part may be registered, in the name
      or names of Persons other than the Depository for such Global Security or
      a nominee thereof;

            (18) procedures for the transfer of beneficial interests in the
      Securities of that Series that are different from, or in addition to, the
      procedures set forth herein;

            (19) the circumstances, if any, and the terms and conditions, if
      any, upon which additional amounts may be owed pursuant to Section 3.8;
      and

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

      All Securities of any one Series shall be substantially identical except
as to denomination, except as provided in the first paragraph of this Section
2.1 and except as may otherwise be provided in or pursuant to such Directors'
Certificate.

                                       9
<PAGE>   14

      Additional Securities of the same Series may be issued subsequent to the
original issue date of any Securities of such Series (hereinafter called
"Additional Securities") following the receipt of the Trustee of a Directors'
Certificate pertaining to such Additional Securities, which Directors'
Certificate will identify the Series to which such Additional Securities belongs
and the issue date and aggregate principal amount of the Securities of such
Additional Securities. Any such Additional Securities shall be issued on
original issue as provided in Section 2.3.

      Additional Securities, together with each prior and subsequent Securities
of the same Series, shall constitute one and the same Series of Securities for
all purposes under this Indenture.

SECTION 2.2 Form and Dating.

      The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A annexed hereto, which is part of this
Indenture, with such appropriate insertions, omissions and other variations as
are required or permitted by this Indenture, and may have such legends or
endorsements placed thereon as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication and shall
have endorsed thereon the guarantee of the Guarantor substantially in the form
set forth in Exhibit A, executed by the Guarantor in accordance with the
Guarantee Agreement.

      The terms and provisions contained in the form of Securities annexed
hereto as Exhibit A shall constitute, and are expressly made, a part of this
Indenture. To the extent applicable, 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.

      Securities issued in the form of one or more permanent global Securities
in registered form, substantially in the form as above recited (the "Global
Securities"), shall be deposited with or on behalf of the Securities Custodian,
as custodian for the Depository, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. Each Global Security shall bear the
global securities legend set forth in Exhibit A hereto and such legend or
legends as may be required or reasonably requested by the Depository. In the
case of Initial Securities, each Global Security shall also bear the restricted
securities legend set forth in Exhibit A hereto.

      Unless otherwise provided as contemplated by Section 2.1, the following
paragraph shall be applicable to Initial Securities issued and sold to QIBs in
reliance on Rule 144A or sold in offshore transactions in reliance on Regulation
S. Initial Securities issued and sold to QIBs in reliance on Rule 144A shall be
represented by one or more Global Securities (the "144A Global Securities," and
definitive registered Securities issued in exchange therefor pursuant to Section
2.7, the "144A Certificated Securities"). Initial Securities sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more temporary Global Securities (a "Regulation S Temporary Global
Security"), which shall bear the temporary Regulation S legend set forth in
Exhibit A hereto. At any time on or after the 40th day following the latest of
the commencement of the offering of the Initial Securities sold in offshore
transactions in reliance on Regulation S and the issue date of such Initial
Securities (the identity of such 40th day to be certified to the Trustee by an
Officers' Certificate), upon receipt by Euroclear, Clearstream and the Trustee
of the applicable certificates, each substantially in the form of Exhibit B
hereto, one or more permanent Global Securities (each a "Regulation S Permanent
Global Security" and together with the Regulation S Temporary Global Securities,
the "Regulation S Global Securities") duly executed by the Company and
authenticated by the Trustee shall be deposited with the Securities Custodian,
as custodian for the Depositary, in exchange for the principal amount of the
beneficial interest in the Regulation S Temporary Global Securities to be
exchanged, and the Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the Regulation S Temporary Global
Securities in an amount equal to the principal amount of the beneficial interest
in the Regulation S Temporary Global Securities so exchanged. Prior to such 40th
day, beneficial interests in a Regulation S Temporary Global Security may be
held only through Euroclear or Clearstream. The Permanent Regulation S Global
Security and any Regulation S Certificated Security issued in exchange therefor
shall not bear the temporary Regulation S legend. One or more definitive
registered Securities sold in offshore transactions in reliance on Regulation S
(each, a "Regulation S Certificated Security") may be issued in exchange for an
interest in a Regulation S Permanent Global Security in accordance with the
terms of this Indenture and only in the circumstances set forth in the sixth,
seventh or eighth paragraphs of Section 2.7. Interests in a Regulation S
Temporary Global Security may not be exchanged for Regulation S Certificated
Securities.

                                       10
<PAGE>   15

      The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Securities Custodian and the Depository or its nominee at any time prior to
cancellation, if, in accordance with this Indenture and the Securities
(including any applicable restrictions on transfer) any beneficial interest in a
Global Security is (a) exchanged for definitive registered Securities, (b)
redeemed, (c) repurchased, (d) cancelled, or (e) exchanged for a beneficial
interest in another Global Security, in which case the principal amount of
Securities represented by such Global Security shall be reduced or increased, as
applicable, and an adjustment shall be made on the books and records of the
Securities Custodian with respect to such Global Security to reflect such
adjustment.

      The definitive registered Securities shall be typed, printed, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any securities exchange on which
the Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

SECTION 2.3 Execution and Authentication.

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

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

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

      The Trustee shall authenticate Securities upon a written order of the
Company signed by two Officers; provided that the Trustee shall authenticate,
upon a written order of the Company signed by two Officers, Exchange Securities
for issue only in a Registered Exchange Offer pursuant to a Registration Rights
Agreement, for a like principal amount of Initial Securities. Such order shall
specify the Series and the amount of the Securities to be authenticated and the
date on which such Securities are to be authenticated. The aggregate principal
amount of Securities outstanding at any time is unlimited. In authenticating
such Securities and in accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive and shall be fully protected in relying upon, an Opinion of Counsel
stating,

            (1) that the form or forms of such Securities have been established
      in conformity with the provisions of this Indenture;

            (2) that the terms of such Securities have been established in
      conformity with the provisions of this Indenture; and

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, and the guarantee of the
      Guarantor endorsed thereon will constitute valid and legally binding
      obligations of the Company or the Guarantor, as the case may be,
      enforceable in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors' rights
      and to general equity principles.

      The Trustee shall initially act as authenticating agent and may
subsequently appoint another Person acceptable to the Company as authenticating
agent to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.
Provided that the authentication agent has entered into an agreement with the
Company concerning the authentication agent's duties, the Trustee shall not be
liable for any act or any failure of the authenticating agent to perform any
duty either required herein or authorized herein to be performed by such Person
in accordance with this Indenture.

                                       11
<PAGE>   16

      The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      The Securities shall be issued only in registered form without coupons and
shall be dated the date of their authentication.

SECTION 2.4 Registrar and Paying Agent.

      The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Transfer Agent" and
"Registrar") and an office or agency where Securities and the guarantee of the
Guarantor endorsed thereon may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars, one or more
co-transfer agents and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent, the term "Registrar" includes any
co-registrar and the term "Transfer Agent" includes any co-transfer agent,
provided that there shall only be one register for each Series of Securities. So
long as a Series of Securities is listed on a stock exchange, the Company shall
maintain a co-transfer agent and a co-paying agent in such locations as such
stock exchange shall require.

      The Company shall enter into an appropriate agency agreement with any
Registrar, Transfer Agent, Paying Agent or co-registrar or co-transfer agent not
a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall promptly notify the
Trustee of the name and address of any such agent and any change in the address
of such agent. If the Company fails to maintain a Registrar, Transfer Agent or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 6.7. The Company or any Subsidiary or
Affiliate of the Company may act as Paying Agent, Registrar, co-registrar or
transfer agent.

      The Company initially appoints the Trustee as Registrar, Transfer Agent
and Paying Agent in connection with the Securities.

SECTION 2.5 Paying Agent To Hold Money in Trust.

      On or prior to 11:00 a.m., New York City time, on each due date of the
principal and interest on any Security, the Company shall deposit with a Paying
Agent a sum of money denominated in the currency of such payment, in immediately
available funds, sufficient to pay such principal and interest in funds
available when such becomes due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities
(whether such money has been paid to it by the Company or any other obligor on
the Securities) and shall notify the Trustee of any default by the Company (or
any other obligor on the Securities) in making any such payment. If the Company
or a Subsidiary or an Affiliate of the Company acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund for the benefit of the Securityholders. If the Company defaults in its
obligation to deposit funds for the payment of principal and interest the
Trustee may, during the continuation of such default, 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 and to account for any
funds disbursed by it. Upon doing so, the Paying Agent (other than the Company
or a Subsidiary or Affiliate of the Company) shall have no further liability for
the money delivered to the Trustee.

SECTION 2.6 Securityholder Lists.

      The Trustee shall preserve in as current a form as reasonably practicable
the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least five Business Days before each Interest Payment Date and
at such other times as the Trustee may request in

                                       12
<PAGE>   17

writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Securityholders, and the Company shall
otherwise comply with TIA Section 312(a).

SECTION 2.7 Transfer and Exchange.

      The Securities shall be transferable only upon the surrender of a Security
to the Registrar or a Transfer Agent for registration of transfer. When a
Security is presented to the Registrar (including by a Transfer Agent) with a
request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of Section 8-401(a) of the Uniform Commercial Code
are met (and the Registrar shall be entitled to assume such requirements have
been met unless it receives written notice to the contrary) and, if so required
by the Trustee or the Company, if the Security presented is accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Company, duly executed by the registered owner or by his or her attorney duly
authorized in writing, in which case, the Registrar shall deliver one or more
new Securities of the same Series, of any authorized denominations and of a like
aggregate principal amount. When Securities are presented to the Registrar or
Transfer Agent with a request to exchange them for an equal principal amount of
Securities of the same Series and of other authorized denominations, the
Registrar or Transfer Agent, as applicable, shall make the exchange as requested
if the same requirements are met. To permit registration of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request.

      The Depository shall, by acceptance of a Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only
(a) in accordance with this Indenture and the Securities represented by such
Global Security (including any applicable restrictions on transfer set forth
herein or therein and, as to Initial Securities, including any certification
requirements set forth on the reverse of the Initial Securities intended to
ensure that such transfers comply with Rule 144A or Regulation S, as the case
may be) and (b) through a book-entry system maintained by the Depository (or its
agent) or, where a Global Security is registered in the name of a Common
Depository, otherwise in accordance with such Depository's procedures for
book-entry transfers among the Depositories as to which such Common Depository
is acting as Common Depository, and, in each case, that ownership of a
beneficial interest in such Global Security shall be required to be reflected in
a book entry system.

      No service charge shall be made for any registration of transfer or
exchange of the Securities, 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 pursuant to Section 2.11, 8.5 or 9.6).

      Prior to the due presentation for registration of transfer of any
Security, the Company, the Guarantor, the Trustee, the Paying Agent, the
Registrar or any co-registrar may deem and treat the person in whose name a
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and interest (subject to the record date
provisions thereof) on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and none of the Company, the Guarantor,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

      Notwithstanding any other provisions of this Section 2.7, unless and until
it is exchanged in whole or in part for Securities of any Series in definitive
registered form, a Global Security representing all or a portion of the
Securities of a Series may not be transferred except as a whole by the
Depository or a Common Depository to a nominee of such Depository or Common
Depository, or by a nominee of such Depository or Common Depository to such
Depository or Common Depository or another nominee of such Depository or Common
Depository, or by such Depository or Common Depository or any such nominee to a
successor Depository or Common Depository or a nominee of such successor
Depository or Common Depository, except that book-entry interests in a Global
Security registered in the name of the Common Depository may be transferred
among the Depositories as to which such Common Depository is acting as Common
Depository in accordance with the procedures of such Depositories for such
transfers.

      If a Depository notifies the Company that it is unwilling or unable to
continue as Depository for the Global Securities of any Series or if at any time
a Depository of a Global Security held in the United States shall no longer be
eligible under the next sentence of this paragraph, the Company shall appoint a
successor Depository with respect to such Securities. In the case of a Global
Security held in the United States, each Depository appointed pursuant to

                                       13
<PAGE>   18

this Section 2.7 must, at the time of its appointment and at all times while it
serves as Depository, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.

      The Company will execute, and the Trustee will authenticate and deliver
upon a written order of the Company signed by two Officers, Securities in
definitive registered form without coupons in any authorized denominations
representing Securities of a Series in exchange for the Global Security or
Securities of such Series (i) if the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Global Securities of such
Series or if at any time the Depository shall no longer be eligible to serve as
Depository and a successor Depository for the Securities of such Series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, (ii) if an Event of Default with respect
to the Securities of such Series has occurred and is continuing or (iii) as
provided in the penultimate paragraph of Section 2.15.

      The Company may at any time and in its sole discretion determine that the
Securities of a Series shall no longer be represented by a Global Security or
Securities. In such event the Company will execute, and the Trustee will
authenticate and deliver upon a written order of the Company signed by two
Officers, Securities of such Series in definitive registered form without
coupons in any authorized denominations representing such Securities in exchange
for such Global Security or Securities.

      Upon the exchange of a Global Security for Securities in definitive
registered form without coupons pursuant to either of the two preceding
paragraphs, in authorized denominations, such Global Security shall be cancelled
by the Trustee. Securities in definitive registered form issued in exchange for
a Global Security pursuant to this Section 2.7 shall be registered in such names
and in such authorized denominations as the Depository for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee and shall contain such legends, if any, as are
required by Section 2.15. The Trustee shall deliver such Securities to or as
directed by the Persons in whose names such Securities are so registered.

      No holder of a beneficial interest in any Global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such Global Security, and such Depository, or the Common Depository, as
applicable, may be treated by the Company, the Guarantor, the Trustee, and any
agent of the Company, the Guarantor, or the Trustee as the owner of such Global
Security for all purposes whatsoever. None of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor, or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor, or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by a Depository or impair, as between a
Depository and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depository (or its
nominee) as Holder of any Security.

      The Company shall not be required (A) to issue, register the transfer of
or exchange any Securities of a Series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
any such Securities selected for redemption under Section 9.3 and ending at the
close of business on the day of such mailing or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

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

      Unless otherwise provided as contemplated by Section 2.1, the following
paragraph shall be applicable to Initial Securities issued and sold to QIBs in
reliance on Rule 144A or sold in offshore transactions in reliance on Regulation
S. Unless and until an Initial Security is exchanged for an Exchange Security in
connection with an effective Registered Exchange Offer pursuant to a
Registration Rights Agreement or sold pursuant to a Shelf Registration Statement
pursuant to a Registration Rights Agreement, the following additional provisions
shall apply to transfers of interests in Initial Securities:

                                       14
<PAGE>   19

      (a)   Transfers of 144A Securities to QIBs. The following provisions shall
            apply with respect to the registration of any proposed transfer of a
            144A Certificated Security or an interest in a 144A Global Security
            to a QIB:

                  (i) If the Initial Security to be transferred consists of (x)
            144A Certificated Securities, the Registrar shall register the
            transfer if such transfer is being made by a proposed transferor who
            has checked the box provided for on the form of Initial Security
            stating, or has otherwise advised the Company, the Guarantor and the
            Registrar in writing, that the sale has been made in compliance with
            the provisions of Rule 144A to a transferee who has signed the
            certification provided for on the form of Initial Security stating,
            or has otherwise advised the Company, the Guarantor and the
            Registrar, that it is purchasing the Initial Security for its own
            account or an account with respect to which it exercises sole
            investment discretion and that it and any such account is a QIB
            within the meaning of Rule 144A, and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Company and the Guarantor as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representation in order to claim the
            exemption from registration provided for by Rule 144A, (y) an
            interest in a 144A Global Security and such interest is to be
            transferred to a transferee who will receive an interest in a 144A
            Global Security, the transfer of such interest may be effected only
            through the book-entry system maintained by the Depositary, or (z)
            an interest in a 144A Global Security and such interest is to be
            transferred to a transferee who will receive one or more 144A
            Certificated Securities, the Registrar shall register the transfer
            if such transfer is being made by a proposed transferor who has
            advised the Company, the Guarantor and the Registrar in writing that
            the sale has been made in compliance with the provisions of Rule
            144A to a transferee who has advised the Company, the Guarantor and
            the Registrar that it is purchasing the Initial Security for its own
            account or an account with respect to which it exercises sole
            investment discretion and that it and any such account is a QIB
            within the meaning of Rule 144A, and is aware that the sale to it is
            being made in reliance on Rule 144A and acknowledges that it has
            received such information regarding the Company and the Guarantor as
            it has requested pursuant to Rule 144A or has determined not to
            request such information and that it is aware that the transferor is
            relying upon its foregoing representation in order to claim the
            exemption from registration provided for by Rule 144A.

                  (ii) If the proposed transferee is a member of, or participant
            in, the Depositary (an "Agent Member"), and the Initial Security to
            be transferred consists of 144A Certificated Securities, upon
            receipt by the Registrar of the documents referred to in clause (i)
            and instructions given in accordance with the Depositary's and the
            Registrar's procedures, the Registrar shall reflect on its books and
            records the date and an increase in the principal amount of the 144A
            Global Securities in an amount equal to the principal amount of the
            144A Certificated Securities to be transferred and the Trustee shall
            cancel the 144A Certificated Securities so transferred.

      (b)   Transfers of Interests in Regulation S Temporary Global Securities.
            The following provisions shall apply with respect to registration of
            any proposed transfer of interests in any Regulation S Temporary
            Global Security:

                  (i) (x) An interest in a Regulation S Temporary Global
            Security may be transferred to a Person who will receive an interest
            in such Regulation S Temporary Global Security if the proposed
            transferee is a Non-U.S. Person and the proposed transferor has
            delivered to Euroclear and/or Clearstream a certificate
            substantially in the form of Exhibit C hereto or (y) the Registrar
            shall register the transfer of any Regulation S Temporary Global
            Security if the proposed transferee is a QIB who will receive an
            interest in such Regulation S Temporary Global Security and the
            proposed transferor has advised the Company, the Guarantor and the
            Registrar in writing that the sale has been made in compliance with
            the provisions of Rule 144A to a transferee who has advised the
            Company, the Guarantor and the Registrar in writing, that it is
            purchasing the Initial Security for its own account or an account
            with respect to which it exercises sole investment discretion and
            that it and any such account is a QIB within the meaning of Rule
            144A, and is aware that the sale to it is being made in reliance on
            Rule 144A and acknowledges that it has received such information
            regarding the Company and the Guarantor as it has requested pursuant
            to Rule 144A or has determined not to request such information and
            that it is aware that the transferor is relying upon its foregoing
            representations in order to claim the exemption from registration
            provided by Rule 144A.

                                       15
<PAGE>   20

                  (ii) If the proposed transferee is an Agent Member, upon
            receipt by the Registrar of the documents referred to in clause
            (i)(y) above and instructions given in accordance with the
            Depositary's and the Registrar's procedures, the Registrar shall
            reflect on its books and records the date and an increase in the
            principal amount of the 144A Global Securities, in an amount equal
            to the principal amount of the Regulation S Temporary Global
            Securities to be transferred, and the Trustee shall decrease the
            amount of the Regulation S Temporary Global Securities.

      (c)   Transfers of Interests in Regulation S Permanent Global Securities
            or Regulation S Certificated Securities to U.S. Persons. The
            Registrar shall register the transfer of an interest in a Regulation
            S Permanent Global Security or a Regulation S Certificated Security
            to a U.S. Person without requiring any additional certification
            pursuant to Regulation S (provided,, however, that the Registrar
            shall continue to require such certifications and other
            documentation (including opinions), if any, as the Company and
            Guarantor shall direct the Registrar to obtain pursuant to the
            Securities Act Legend for so long as such Legend remains on such
            Security).

      (d)   Transfers of Interests in Regulation S Permanent Global Securities
            or Regulation S Certificated Securities to Non-U.S. Persons. The
            following provisions shall apply with respect to any transfer of
            interests in Regulation S Permanent Global Securities or Regulation
            S Certificated Securities to a Non-U.S. Person:

                  (i) an interest in any Regulation S Permanent Global Security
            may be transferred to a Non-U.S. Person who will receive an interest
            in such Regulation S Permanent Global Security if the proposed
            transferor has delivered to Euroclear and/or Clearstream a
            certificate substantially in the form of Exhibit C hereto; and

                  (ii) the Registrar shall register the transfer of an interest
            in any Regulation S Permanent Global Security to a transferee who
            will receive a Regulation S Certificated Security, or the transfer
            of any Regulation S Certificated Security to a transferee who will
            receive an interest in any Regulation S Permanent Global Security,
            if the proposed transferor has delivered to the Registrar a
            certificate substantially in the form of Exhibit C hereto.

SECTION 2.8 Replacement Securities.

      If a mutilated Security is surrendered to the Registrar or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken and the Holder furnishes to the Company and the Trustee evidence to their
satisfaction of such loss, destruction or wrongful taking, the Company shall
issue and the Trustee shall, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser,
authenticate a replacement Security of the same Series if the requirements of
Section 8-405 of the Uniform Commercial Code are met (and the Registrar shall be
entitled to assume such requirements have been met unless it receives written
notice to the contrary) and if there is delivered to the Company and the Trustee
such security or indemnity as may be required to save each of them harmless,
satisfactory to the Company and the Trustee. The Company and the Trustee may
charge the Holder for their expenses in replacing a Security.

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

      Every replacement Security of each Series is an additional obligation of
the Company and shall be entitled to the benefits of this Indenture.

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

SECTION 2.9 Outstanding Securities.

      The Securities of each Series outstanding at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

                                       16
<PAGE>   21
    If a Security is replaced or paid pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced or paid Security is held by a bona fide purchaser.

    If all the principal and interest on any Securities of any Series are
considered paid under Section 3.1, the Securities of such Series cease to be
outstanding under this Indenture and interest on the Securities of such Series
shall cease to accrue.

    If the Paying Agent (other than the Company or a Subsidiary or an Affiliate
of the Company) holds in accordance with this Indenture on a maturity or
redemption date money sufficient to pay all principal and interest due on that
date with respect to Securities of any Series then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue (unless
there shall be a default in such payment).

    Subject to Section 2.10, a Security does not cease to be outstanding because
the Company or an Affiliate thereof holds the Security.

SECTION 2.10      Determination of Holders' Action.

    In determining whether the Holders of the required principal amount of any
Series of Securities have concurred in any direction, amendment, waiver or
consent, Securities owned by or pledged to the Company, any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned or pledged shall be so disregarded.

SECTION 2.11      Temporary Securities.

    Until definitive Securities of any Series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities of
such Series. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee, upon the written order of the Company signed by
two Officers, shall authenticate definitive Securities in exchange for temporary
Securities. Until such exchange, temporary Securities of any Series shall be
entitled to the same rights, benefits and privileges as definitive Securities of
such Series.

SECTION 2.12      Cancellation.

    The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment or cancellation and shall deliver to the Company a
certificate of cancellation. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

SECTION 2.13      Defaulted Interest.

    If the Company defaults in a payment of interest on the Securities of any
Series, it shall pay Defaulted Interest, plus any interest payable on the
Defaulted Interest to the extent permitted by law, in any lawful manner. It may
pay the Defaulted Interest to the Persons who are Securityholders on a
subsequent special record date which date shall be at least five Business Days
prior to the payment date. The Company shall fix the special record date and
payment date. At least 15 days before the special record date, the Company (or
the Trustee, in the name of and at the expense of the Company) shall mail to
Securityholders a notice that states the special record date, payment date and
amount of interest to be paid.

SECTION 2.14      Interest Act (Canada).

      For the purposes only of the disclosure required by the Interest Act
(Canada), and without affecting the amount of interest payable to any Holder or
the calculation of interest on any Securities, if any rate of interest on any


                                       17
<PAGE>   22
Securities is calculated on the basis of a deemed year which contains fewer days
than the actual number of days in the calendar year of calculation, such rate of
interest shall be expressed as a yearly rate for the purposes of the Interest
Act (Canada) by multiplying such rate of interest by the actual number of days
in the calendar year of calculation and dividing it by the number of days in
such deemed year.

SECTION 2.15      Securities Act Legend.

    Except as permitted by this Section 2.15, each Global Security evidencing
Initial Securities (and all Securities issued in exchange therefor or in
substitution thereof (other than Exchange Securities as provided below)) shall
bear a legend (the "Securities Act Legend") in substantially the following form:

    THIS SECURITY (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 SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
    TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
    THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
    SELLER OF THIS SECURITY 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 SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
    THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
    (i) INSIDE THE U.S. TO A PERSON WHOM THE SELLER REASONABLY BELIEVES 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 U.S. IN A 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), (iv) PURSUANT
    TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (v) TO
    THE ISSUER, 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.

    By its acceptance of any Security bearing the Securities Act Legend, each
Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in the Securities Act Legend and agrees
that it will transfer such Security only as provided in this Indenture. The
Registrar shall not register a transfer of any Security unless such transfer
complies with the restrictions on transfer of such Security set forth in this
Indenture. In connection with any transfer of Securities bearing the Securities
Act Legend, each Holder agrees by its acceptance of the Securities to furnish
the Registrar or the Company such certifications, Opinions of Counsel or other
information as the Company may reasonably require to confirm that such transfer
is being made pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act; provided that the Registrar
shall not be required to determine (but may rely on a determination made by the
Company with respect to) the sufficiency of any such certifications, Opinions of
Counsel or other information.

    Upon the transfer, exchange or replacement of Securities not bearing the
Securities Act Legend, the Registrar shall deliver Securities that do not bear
the Securities Act Legend. Upon the transfer, exchange or replacement of
Securities bearing the Securities Act Legend, the Registrar shall deliver only
Securities that bear the Securities Act Legend unless there is delivered (i) to
the Registrar an Opinion of Counsel reasonably satisfactory to the Company to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act and (ii) such other letters, notices, certifications and other written
communications required by Section 2.7, this Section 2.15 and otherwise pursuant
to this Indenture or the Securities.

      After a transfer of any Initial Securities pursuant to an effective Shelf
Registration Statement with respect to such Initial Securities, all requirements
pertaining to legends on such Initial Security will cease to apply, the
requirements requiring any such Initial Security issued to certain Holders be
issued in global form will cease to apply, and a


                                       18
<PAGE>   23

certificated Initial Security without legends will be available to the
transferee of the Holder of such Initial Securities upon exchange of such
transferring Holder's certificated Initial Security or directions to transfer
such Holder's interest in the Global Security, as applicable.

    Upon the consummation of a Registered Exchange Offer with respect to Initial
Securities pursuant to which Holders of such Initial Securities are offered
Exchange Securities in exchange for their Initial Securities, all requirements
pertaining to such Initial Securities that Initial Securities issued to certain
Holders be issued in global form will cease to apply and certificated Initial
Securities with the Securities Act Legend will be made available to Holders of
such Initial Securities that do not exchange their Initial Securities, and
Exchange Securities in certificated or global form without the Securities Act
Legend will be available to Holders that exchange such Initial Securities in
such Registered Exchange Offer.

    The Registrar shall retain copies of all letters, notices, certifications,
Opinions of Counsel, and other written communications received pursuant to
Section 2.7, this Section 2.15 or otherwise pursuant to this Indenture or the
Securities. The Company shall have the right to inspect and make copies of all
such letters, notices, certifications, Opinions of Counsel, or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

                                   ARTICLE III

                                    COVENANTS

SECTION 3.1       Payment of Securities.

    The Company shall pay the principal of, and interest on the Securities of
each Series on the dates and in the manner provided in such Securities. The
Company shall pay interest on overdue principal at the rate borne by or provided
for in such Securities; it shall pay interest on overdue installments of
interest at the rate borne by or provided for in such Securities to the extent
lawful. Principal and interest shall be considered paid on the date due if the
Trustee or the Paying Agent (other than the Company or a Subsidiary or an
Affiliate of the Company) has received from or on behalf of the Company money
sufficient to pay all principal and interest then due in accordance with Section
2.5.

SECTION 3.2       Maintenance of Office or Agency.

    The Company shall maintain in the Borough of Manhattan, the City of New
York, and, in the case of Securities listed on a stock exchange, in such other
locations as shall be required by such stock exchange, an office or agency where
Securities may be surrendered for registration of transfer or exchange and where
Securities and the guarantee of the Guarantor endorsed thereon may be presented
for payment and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 10.2. The Company
initially appoints the Trustee as its agency for the foregoing purposes in the
Borough of Manhattan, the City of New York.

    The Company may also from time to time designate one or more other offices
or agencies where the Securities and such guarantee may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York, for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

SECTION 3.3       Limitation on Sale/Leaseback Transactions.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale/Leaseback Transaction unless (i) the Company or such
Restricted Subsidiary would be entitled to create a Lien on such


                                       19
<PAGE>   24

property securing Indebtedness in an amount equal to the Attributable Debt with
respect to such transaction without equally and ratably securing the Securities
pursuant to Section 3.4 or (ii) the net proceeds of such sale are at least equal
to the fair value (as determined by the Board of Directors) of such property or
asset and the Company or such Restricted Subsidiary shall apply or cause to be
applied an amount in cash equal to the net proceeds of such sale to the
retirement, within 180 days of the effective date of any such arrangement, of
Indebtedness of the Company or any Restricted Subsidiary; provided, however,
that in addition to the transactions permitted pursuant to the foregoing clauses
(i) and (ii), the Company or any Restricted Subsidiary may enter into a
Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with
respect to such Sale/Leaseback Transaction and all other Sale/Leaseback
Transactions entered into pursuant to this proviso plus (y) the amount of
outstanding Indebtedness secured by Liens Incurred pursuant to the final proviso
to Section 3.4 does not exceed 15% of Consolidated Net Tangible Assets as
determined based on the consolidated balance sheet of the Company as of the end
of the most recent fiscal quarter for which financial statements are available;
and provided, further, that a Restricted Subsidiary may enter into a
Sale/Leaseback Transaction with respect to property or assets owned by such
Restricted Subsidiary, the proceeds of which are used to explore, drill,
develop, construct, purchase, repair, improve or add to property or assets of
any Restricted Subsidiary, or to repay (within 365 days of the commencement of
full commercial operation of any such property) Indebtedness Incurred to
explore, drill, develop, construct, purchase, repair, improve or add to property
or assets of any Restricted Subsidiary.

SECTION 3.4       Limitation on Liens.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, incur any Lien on any of its properties or assets
(including Capital Stock), whether owned at the date of issuance of any series
of Securities pursuant to this Indenture or thereafter acquired, in each case to
secure Indebtedness of the Company or any Restricted Subsidiary, other than
(a)(1) Liens incurred by the Company or any Restricted Subsidiary securing
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case
may be, to finance the exploration, drilling, development, construction or
purchase of or by, or repairs, improvements or additions to, property or assets
of the Company or such Restricted Subsidiary, as the case may be, which Liens
may include Liens on the Capital Stock of such Restricted Subsidiary or (2)
Liens incurred by any Restricted Subsidiary that does not own, directly or
indirectly, at the time of such original incurrence of such Lien under this
clause (2) any operating properties or assets, securing Indebtedness Incurred to
finance the exploration, drilling, development, construction or purchase of or
by, or repairs, improvements or additions to, property or assets of any
Restricted Subsidiary that does not, directly or indirectly, own any operating
properties or assets at the time of such original incurrence of such Lien, which
Liens may include Liens on the Capital Stock of one or more Restricted
Subsidiaries that do not, directly or indirectly, own any operating properties
or assets at the time of such original incurrence of such Lien, provided,
however, that the Indebtedness secured by any such Lien may not be issued more
than 365 days after the later of the exploration, drilling, development,
completion of construction, purchase, repair, improvement, addition or
commencement of full commercial operation of the property or assets being so
financed; (b) Liens existing on the date of the issuance of such series of
Securities (other than Liens relating to Indebtedness or other obligations being
repaid or Liens that are otherwise extinguished with the proceeds of any
offering of Securities pursuant to this Indenture); (c) Liens on property,
assets or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, that any such Lien may not extend to any other
property or assets owned by the Company or any Restricted Subsidiary; (d) Liens
on property or assets at the time the Company or a Subsidiary acquires the
property or asset, including any acquisition by means of a merger or
consolidation with or into the Company or a Subsidiary; provided, however, that
such Liens are not incurred in connection with, or in contemplation of, such
merger or consolidation; and provided, further, that the Lien may not extend to
any other property or asset owned by the Company or any Restricted Subsidiary;
(e) Liens securing Indebtedness or other obligations of a Subsidiary owing to
the Company or a Restricted Subsidiary or of the Company owing to a Subsidiary;
(f) Liens incurred on assets that are the subject of a Capitalized Lease
Obligation to which the Company or a Subsidiary is a party, which shall include,
Liens on the stock or other ownership interest in one or more Restricted
Subsidiaries leasing such assets; (g) Liens to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses (a), (b),
(c), (d) and (f), provided, however, that (x) such new Lien shall be limited to
all or part of the same property or assets that secured the original Lien (plus
repairs, improvements or additions to such property or assets and Liens on the
stock or other ownership interest in one or more Restricted Subsidiaries
beneficially owning such property or assets) and (y) the amount of the
Indebtedness secured by such Lien at such time (or, if the amount that may be
realized in respect of such Lien is limited, by contract or otherwise,


                                       20
<PAGE>   25

such limited lesser amount) is not increased (other than by an amount necessary
to pay fees and expenses, including premiums, related to the refinancing,
refunding, extension, renewal or replacement of such Indebtedness); and (h)
Liens by which the Securities are secured equally and ratably with other
Indebtedness pursuant to this Section 3.4; in any such case without effectively
providing that the Securities shall be secured equally and ratably with (or
prior to) the obligations so secured for so long as such obligations are so
secured; provided, however, that the Company or a Restricted Subsidiary may
Incur other Liens to secure outstanding Indebtedness as long as the sum of (x)
the lesser of (A) the amount of outstanding Indebtedness secured by Liens
Incurred pursuant to this proviso (or, if the amount that may be realized in
respect of such Lien is limited, by contract or otherwise, such limited lesser
amount) and (B) the fair value (as determined by the Board of Directors) of the
property securing such item of Indebtedness, plus (y) the Attributable Debt with
respect to all Sale/Leaseback Transactions entered into pursuant to the first
proviso to Section 3.3 does not exceed 15% of Consolidated Net Tangible Assets
as determined based on the Consolidated balance sheet of the Company as of the
end of the most recent fiscal quarter for which financial statements are
available.

SECTION 3.5       Compliance Certificate.

    The Company shall, within 120 days after the close of each fiscal year in
which Securities are outstanding hereunder, file with the Trustee an Officer's
Certificate, provided that one Officer executing the same shall be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, covering the period from the date of issuance of
Securities hereunder to the end of the fiscal year in which the Securities were
first issued hereunder, in the case of the first such certificate, and covering
the preceding fiscal year in the case of each subsequent certificate, and
stating whether or not, to the knowledge of each such executing Officer, the
Company has complied with and performed and fulfilled all covenants on its part
contained in this Indenture and is not in Default in the performance or
observance of any of the terms or provisions contained in this Indenture, and,
if any such signer has obtained knowledge of any Default by the Company in the
performance, observance or fulfillment of any such covenant, term or provision
specifying each such Default and the nature thereof. For the purpose of this
Section 3.5, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.

SECTION 3.6       Further Instruments and Acts.

    The Company (upon the reasonable request of the Trustee) will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to enable the Trustee to exercise and enforce its rights
under this Indenture and to carry out more effectively the purpose of this
Indenture.

SECTION 3.7       Waiver of Certain Covenants.

    The Company may omit in any particular instance to comply with any covenant
or condition set forth in Sections 3.3 to 3.4, inclusive, with respect to any
Series of Securities or any covenant established with respect to such Series
pursuant to Section 2.1(9), if before or after the time for such compliance the
Holders of at least 50% in principal amount of the Securities of such Series at
the time outstanding, shall either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

SECTION 3.8       Additional Amounts.

      If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first interest payment date with respect
to that Series of Securities and at least 10 days prior to each date of payment
of principal of, premium, if any, or interest on the Securities of that Series
if there has been a change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company shall furnish to the Trustee
and the principal Paying Agent, if other than the Trustee, an Officers'
Certificate instructing the Trustee and such Paying Agent whether such payment
of principal of or interest on the Securities of that Series shall be made to
holders of the Securities of that Series without withholding or deduction for or
on account of any tax, assessment or other governmental charge described in the
Securities of that Series. If any such withholding or deduction shall be


                                       21
<PAGE>   26

required, then such Officers' Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such holders and
shall certify the fact that additional amounts will be payable and the amounts
so payable to each holder, and the Company shall pay to the Trustee or such
Paying Agent the additional amounts required to be paid by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

    Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Security of any Series, such mention shall be deemed to include
mention of the payment of additional amounts provided by the terms of such
Series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                   ARTICLE IV

                      CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1       Merger and Consolidation of Company.

    The Company shall not in a single transaction or through a series of related
transactions consolidate with or merge or amalgamate with or into any other
Person or sell, assign, convey, transfer or lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
affiliated Persons, unless:

        (i) either (A) the Company shall be the continuing Person, or (B) the
    Person (if other than the Company) formed by such consolidation or into
    which the Company is merged or amalgamated or to which the properties and
    assets of the Company are sold, assigned, conveyed, transferred, disposed of
    or leased as aforesaid (the "Successor Corporation") shall be organized and
    existing under the laws of the United States or any State thereof or the
    District of Columbia or under the laws of Canada or any province or
    territory thereof and shall expressly assume, by an indenture supplemental
    hereto, executed and delivered to the Trustee, in form reasonably
    satisfactory to the Trustee, all the obligations of the Company under this
    Indenture and each Series of Securities;

        (ii) immediately after giving effect to such transaction, no Default
    shall have occurred and be continuing;

        (iii) the Company shall have delivered, or caused to be delivered, to
    the Trustee an Officers' Certificate and, as to legal matters, an Opinion of
    Counsel, each in form reasonably satisfactory to the Trustee, each stating
    that such consolidation, merger, amalgamation, sale, assignment, conveyance,
    transfer, disposition or lease and such supplemental indenture comply with
    this Indenture and that all conditions precedent herein provided for
    relating to such transaction have been complied with;

    Notwithstanding the foregoing paragraph (ii), the Company or any Wholly
Owned Subsidiary or Wholly Owned Subsidiaries may consolidate with or merge or
amalgamate with or into the Company or any Wholly Owned Subsidiary and no
violation of this Section shall be deemed to have occurred as a consequence
thereof, as long as the requirements of paragraphs (i) and (iii) are satisfied
in connection therewith.

SECTION 4.2       Successor Substituted.

    (a) Upon any such consolidation, merger or amalgamation, or any sale,
assignment, conveyance, transfer, disposition or lease of all or substantially
all of the properties or assets of the Company in accordance with Section 4.1,
the Successor Corporation shall succeed to and be substituted for the Company
under this Indenture and each Series of Securities, and the Company shall
(except in the case of a lease) thereupon be released from all obligations
hereunder and under each Series of Securities and the Company, as the
predecessor corporation, may thereupon or at any time thereafter be dissolved,
wound up or liquidated.


                                       22
<PAGE>   27

    (b) In the case of any consolidation, merger, amalgamation or sale,
assignment, conveyance, transfer, disposition or lease described in Section
4.2(a) above, such changes in form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

SECTION 4.3 Assignment by the Company to the Guarantor or its Significant
Subsidiaries.

        (a) The Company may assign its obligations under any series of
    Securities to the Guarantor or any Significant Subsidiary of the Guarantor
    (the "Affiliate Assignee") and such Affiliate Assignee shall be treated as
    the successor to the Company with respect to such series of Securities;
    provided that: (i) the Affiliate Assignee expressly assumes in an assumption
    agreement or supplemental indenture hereto, executed and delivered to the
    Trustee, the due and punctual payment of the principal of and any premium
    and interest on such Securities and the performance or observance of every
    covenant of this Indenture on the part of the Company to be performed or
    observed with respect to such Series; (ii) immediately after giving effect
    to such assignment and assumption, no Event of Default with respect to such
    Series and no event which, after notice or lapse of time or both, would
    become an Event of Default with respect to such Series, shall have occurred
    and be continuing; (iii) the Affiliate Assignee shall deliver to the Trustee
    an opinion of an independent counsel or a tax consultant of recognized
    standing that the Holders will not recognize income, gain or loss for United
    States federal income tax purposes as a result of such assignment and
    assumption; and (iv) the Affiliate Assignee shall have delivered to the
    Trustee an Officers' Certificate and an Opinion of Counsel stating that such
    assignment and assumption and such assumption agreement comply with this
    Article and that all conditions precedent herein provided for relating to
    such assignment and assumption have been complied with.

        (b) Upon any assignment and assumption of Securities pursuant to Section
    4.3(a) above, the Affiliate Assignee shall succeed to, and be substituted
    for, and may exercise every right and power of, the Company under such
    Securities and this Indenture with respect to such Series with the same
    effect as if the Affiliate Assignee has been named as the Company herein,
    and the Company shall be released from its liability as obligor upon such
    Securities and under this Indenture with respect to such Securities and, if
    the Affiliate Assignee is the Guarantor and the Guarantor has assumed the
    obligations of the Company under an outstanding series of Securities and the
    Indenture with respect to such Securities in accordance with (a) above, all
    outstanding Guarantees of such series of Securities shall automatically
    terminate and be discharged.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

SECTION 5.1       Events of Default.

    An "Event of Default" means, with respect to any Series of Securities, any
of the following events:

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

       (b) default in the payment of the principal of any Security of such
Series when the same becomes due and payable at maturity or otherwise;

       (c) material default in performance of any other covenants or agreements
of the Company in the Securities of such Series or this Indenture or of the
Guarantor in the Guarantee Agreement with respect to such Series and the default
continues for 30 days after the date on which written notice of such default is
given to the Company or the Guarantor, as the case may be, by the Trustee or to
the Company or the Guarantor, as the case may be, and the Trustee by Holders of
at least 25% in principal amount of the Securities of such Series then
outstanding hereunder;

       (d) there shall have occurred either (i) a default by either of the
Company or the Guarantor under any instrument or instruments under which there
is or may be secured or evidenced any Indebtedness of the Company or the
Guarantor, as applicable (other than the Securities of such Series) having an
outstanding principal amount of $50,000,000 (or its foreign currency equivalent)
or more individually or in the aggregate that has caused the holders thereof to
declare such Indebtedness to be due and payable prior to its Stated Maturity,
unless such declaration has


                                       23
<PAGE>   28

been rescinded within 30 days or (ii) a default by either of the Company or the
Guarantor in the payment when due of any portion of the principal under any such
instrument or instruments, and such unpaid portion exceeds $50,000,000 (or its
foreign currency equivalent) individually or in the aggregate and is not paid,
or such default is not cured or waived, within any grace period applicable
thereto, unless such Indebtedness is discharged within 30 days of the Company or
the Guarantor, as applicable becoming aware of such default;

       (e) the Guarantee shall be held in a judicial proceeding to be
unenforceable or ceases for any reason to be in full force and effect (other
than in accordance with the terms hereof or of the Guarantee) or the Guarantor
denies or disaffirms in writing its obligations under the Guarantee with respect
to such Series.

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

            (i)   commences a voluntary case;

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

            (iii) consents to the appointment of a Custodian of it or for all or
       substantially all of its property;

            (iv)  makes a general assignment for the benefit of its creditors;
       or

            (v) admits in writing its inability to generally pay its debts as
       such debts become due; or takes any comparable action under any foreign
       laws relating to insolvency; or

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

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

           (ii) appoints a Custodian of the Company or the Guarantor or any
       Significant Subsidiary or for all or substantially all of its property;
       or

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

    or any similar relief is granted under any foreign laws; and the order or
    decree remains unstayed and in effect for 60 days.

    The term "Bankruptcy Law" means Title 11 of the United States Code or any
similar United States Federal or State law or Canadian federal, provincial or
territorial law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

    Any notice of Default given by the Trustee or Securityholders under this
Section must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default."

    The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice of any event which with the giving of notice
or the lapse of time or both would become an Event of Default under clause (d),
(e), (f) or (g) hereof.

    Subject to the provisions of Section 6.1 and 6.2, the Trustee shall not be
deemed to have notice or be charged with knowledge of any Default or Event of
Default unless written notice thereof shall have been given to the Trustee in
accordance with Section 10.2 by the Company, the Paying Agent, any Holder or an
agent of any Holder and such notice references the Securities and this
Indenture.


                                       24
<PAGE>   29

SECTION 5.2       Acceleration.

    If an Event of Default (other than an Event of Default specified in clause
(f) and (g) of Section 5.1 with respect to the Company) occurs and is continuing
with respect to the Securities of any Series, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities of
such Series by notice to the Company and the Trustee, may declare the principal
of and accrued and unpaid interest on all the Securities of such Series to be
due and payable. Upon such declaration the principal and interest shall be due
and payable immediately. If an Event of Default specified in clause (f) or (g)
of Section 5.1 with respect to the Company occurs, the principal of and interest
on all the Securities of each Series shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Securityholders. An acceleration and its consequences in respect of a
Series of Securities shall be automatically annulled and rescinded; provided,
however, that such annulment and rescission would not conflict with any judgment
or decree and if all existing Events of Default with respect to such Series have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration. No such rescission shall affect any
subsequent or other Default or Event of Default or impair any consequent right.

SECTION 5.3       Other Remedies.

    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the relevant
Securities or to enforce the performance of any provision of such Securities,
this Indenture or the Guarantee Agreement.

    The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 5.4       Waiver of Past Defaults.

    The Holders of a majority in principal amount of a Series of Securities by
notice to the Trustee may waive an existing Default and its consequences with
respect to such Series, except (a) a Default in the payment of the principal of
or interest on any Security of such Series or (b) a Default in respect of a
provision that under Section 8.2 cannot be amended without the consent of each
affected Securityholder of such Series. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.

SECTION 5.5       Control by Majority.

    The Holders of a majority in principal amount of the Securities of a Series
may 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 it
with respect to the Securities or Guarantee of such Series. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
the Guarantee Agreement, or, subject to Section 6.1, that the Trustee determines
is unduly prejudicial to the rights of other Securityholders, or would involve
the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification from Securityholders of such Series reasonably satisfactory
to it against all risk, losses and expenses caused by taking or not taking such
action. Subject to Section 6.1, the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request or direction of the Securityholders pursuant to this Indenture, unless
such Securityholders shall have provided to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred in compliance with such request or direction.

SECTION 5.6       Limitation on Suits.

    A Securityholder of a Series may pursue a remedy with respect to this
Indenture, the Guarantee Agreement or the Securities of such Series only if:


                                       25
<PAGE>   30

        (a) the Holder gives to the Trustee written notice of a continuing Event
    of Default with respect to that Series;

        (b) the Holders of at least 25% in principal amount of the Securities of
    such Series make a written request to the Trustee to pursue the remedy;

        (c) such Holder or Holders offer to the Trustee security or indemnity
    reasonably satisfactory to it against any loss, liability or expense;

        (d) the Trustee does not comply with the request within 60 days after
    receipt of the notice, request and the offer of security or indemnity; and

        (e) the Holders of a majority in principal amount of the Securities of
    such Series do not give the Trustee a direction inconsistent with the
    request during such 60-day period.

    A Securityholder may not use this Indenture or the Guarantee Agreement to
prejudice the rights of another Securityholder or to obtain a preference or
priority over another Securityholder.

SECTION 5.7       Rights of Holders To Receive Payment.

    Notwithstanding any other provision of this Indenture or the Guarantee
Agreement, the right of any Holder of a Security to receive payment of principal
and interest on the Security, on or after the respective due dates expressed or
provided for in the Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

SECTION 5.8       Collection Suit by Trustee.

    If an Event of Default specified in Section 5.1(a) or (b) occurs and is
continuing with respect to a Security, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company, the Guarantor
or any other obligor on such Security for the whole amount of principal and
interest remaining unpaid (together with interest on such unpaid interest to the
extent lawful) and the amounts provided for in Section 6.7.

SECTION 5.9       Trustee May File Proofs of Claim.

    The Trustee may file such proofs of claim and other papers or documents and
take such other actions including participating as a member or otherwise in any
committees of creditors appointed in the matter as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the amounts
provided in Section 6.7) and the Securityholders allowed in any judicial
proceedings relative to the Company, the Guarantor or the creditors or the
property of the Company or the Guarantor and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders of each Series in any
election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 6.7. To the
extent that the payment of any such amount due to the Trustee under Section 6.7
out of the estate in any such proceeding shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.

    No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities,
the Guarantee or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote


                                       26
<PAGE>   31

for the election of a trustee in bankruptcy or similar official and be a member
of a creditors' or other similar committee.

SECTION 5.10      Priorities.

    If the Trustee collects any money or other consideration pursuant to this
Article, it shall pay out the money or other consideration in the following
order:

        First: to the Trustee for amounts due under Section 6.7;

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

        Third: to the Company.

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

SECTION 5.11      Undertaking for Costs.

    In any suit for the enforcement of any right or remedy under this Indenture
or the Guarantee Agreement or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 5.7, or a suit by Holders of more than 10% in
principal amount of the Securities of any Series.

SECTION 5.12      Waiver of Stay or Extension Laws.

    The Company shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company hereby expressly
waives all benefit or advantage of any such law, and shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had
been enacted.

                                   ARTICLE VI

                                     TRUSTEE

SECTION 6.1       Duties of Trustee.

    (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and the
Guarantee Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

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

        (i) The Trustee need perform only those duties that are specifically set
    forth in this Indenture or the Guarantee Agreement and no others and no
    implied covenants or obligations shall be read into this Indenture or the
    Guarantee Agreement against the Trustee.

        (ii) In the absence of bad faith on its part, the Trustee may
    conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
    the Trustee and


                                       27
<PAGE>   32

    conforming to the requirements of this Indenture or the Guarantee Agreement.
    However, the Trustee shall examine the certificates and opinions to
    determine whether or not they conform to the requirements of this Indenture
    or the Guarantee Agreement, as the case may be (but need not confirm or
    investigate the accuracy of mathematical calculations or other facts stated
    therein).

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

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

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

        (iii) The Trustee shall not be liable with respect to any action it
    takes or omits to take in good faith in accordance with a direction received
    by it pursuant to Section 5.2, 5.4 or 5.5.

        (iv) No provision of this Indenture or the Guarantee Agreement shall
    require the Trustee to expend or risk its own funds or otherwise incur any
    financial liability in the performance of any of its duties hereunder, or in
    the exercise of any of its rights or powers, unless it receives indemnity
    satisfactory to it against any risk, loss, liability or expense.

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

    (e) The Trustee, in its capacity as Trustee and Registrar and Paying Agent,
shall not be liable to the Company, the Guarantor, the Securityholders or any
other Person for interest on any money received by it, including, but not
limited to, money with respect to principal of or interest on the Securities of
any Series, except as the Trustee may agree with the Company.

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

SECTION 6.2       Rights of Trustee.

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

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

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

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

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

    (f) The Trustee shall not be obligated 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 or
any other paper or document.


                                       28
<PAGE>   33

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

    (h) 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 employed to act
hereunder.

SECTION 6.3       Individual Rights of Trustee.

    The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company, the Guarantor or
an Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 6.10 and 6.11.

SECTION 6.4       Trustee's Disclaimer.

    The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities of any Series, it
shall not be accountable for the Company's use of the proceeds from the
Securities of any Series, and it shall not be responsible for any recital or
statement in this Indenture or the Securities of any Series other than its
authentication. The Trustee shall have no duty to ascertain or inquire as to the
performance of the Company's covenants in Article III hereof or the Guarantor's
covenants in Article Five of the Guarantee Agreement.

SECTION 6.5       Notice of Defaults.

    If a Default or an Event of Default occurs and is continuing and if it is
actually known to a Trust Officer of the Trustee, the Trustee shall mail to
Securityholders of the affected Series a notice of the Default or Event of
Default within 90 days after a Trust Officer of the Trustee has actual knowledge
of the occurrence thereof. Except in the case of a Default in any payment on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Securityholders of the affected Series.

SECTION 6.6       Reports by Trustee to Holders.

    Within 60 days after the reporting date stated in Section 10.10, the Trustee
shall mail to Securityholders a brief report dated as of such date that complies
with TIA Section 313(a) if required by that Section. The Trustee also shall
comply with TIA Section 313(b)(2).

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

SECTION 6.7       Compensation and Indemnity.

    The Company shall pay to the Trustee from time to time such compensation for
its services as the parties shall agree. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
disbursements, expenses and advances incurred by it. Such expenses shall include
the reasonable compensation and out-of-pocket disbursements and expenses of the
Trustee's agents, counsel and other professionals.

    The Company shall indemnify the Trustee for, and hold it harmless against,
any loss, liability or expense, including reasonable attorneys' fees,
disbursements and expenses, incurred by it arising out of or in connection with
the administration of this trust and the performance of its duties hereunder
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or


                                       29
<PAGE>   34

duties hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

    The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through negligence or bad faith.

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

    Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

    The Company's obligations under this Section 6.7 and any Lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article VII of this Indenture and the
termination of this Indenture.

SECTION 6.8       Replacement of Trustee.

    A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

    The Trustee may resign at any time with respect to any Series of Securities
by so notifying the Company in writing. Provided that no Event of Default has
occurred and is continuing, the Company may remove the Trustee with respect to
any Series of Securities at any time by so notifying the Trustee of such Series
of Securities. The Holders of a majority in principal amount of the Securities
of any Series may, by written notice to the Trustee, remove the Trustee as
Trustee with respect to that Series of Securities by so notifying the Trustee
and the Company. The Company, by notice to such Trustee, shall remove such
Trustee if:

       (a)  such Trustee fails to comply with Section 6.10;

       (b)  such Trustee is adjudged a bankrupt or an insolvent;

       (c)  a receiver or public officer takes charge of such Trustee or its
            property; or

       (d)  such Trustee becomes incapable of acting.

    If the Trustee resigns or is removed or becomes incapable of acting or if a
vacancy exists in the office of Trustee for any reason with respect to one or
more Series of Securities, the Company by Board Resolution shall promptly
appoint a successor Trustee or Trustees with respect to such Series of
Securities (it being understood that any such successor Trustee may be appointed
with respect to one or more or all Series of Securities and at any time there
shall be only one Trustee with respect to any particular Series of Securities).
Within one year after the successor Trustee of a Series of Securities takes
office, the Holders of a majority in principal amount of such Securities of the
affected Series may appoint a successor Trustee of such Series to replace the
successor Trustee of such Series appointed by the Company.

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


                                       30
<PAGE>   35

    If the Trustee for a particular Series of Securities fails to comply with
Section 6.10, any Securityholder who has been a bona fide Holder of a Security
for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee of such Series and the appointment of a successor Trustee
of such Series. The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any Series and each
appointment of a successor Trustee with respect to the Securities of any Series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such Series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such Series and the address of its
corporate trust office.

    A successor Trustee of all Securities shall execute, acknowledge and deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and such successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the Lien provided for in Section 6.7.

    In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) Series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
Series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those Series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers
and duties of the retiring Trustee with respect to the Securities of that or
those Series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental Indenture shall
constitute such Trustee's co-trustees of the same trust and that each such
Trustee shall be trustee of a trust of trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further action, shall
become vested with all the rights, powers and duties of the retiring Trustee
with respect to the Securities of that or those Series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those Series to which the appointment of
such successor Trustee relates, subject to the Lien provided for in Section 6.7.

    Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the two
preceding paragraphs, as the case may be.

    No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

SECTION 6.9       Successor Trustee by Merger, etc.

    If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 6.10      Eligibility; Disqualification; Conflicting Interests.

    This Indenture shall always have a Trustee who satisfies the requirements of
TIA Section 310(a)(1) and (10). The Trustee shall always have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b).
Nothing herein shall prevent the Trustee from filing with the SEC the
application referred to in the second-to-last paragraph of TIA Section 310(b).
If the Trustee has or shall acquire any conflicting interest, with respect to
the Securities of a Series, it shall within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest


                                       31
<PAGE>   36

or resign with respect to the Securities of that Series in the manner prescribed
in the TIA. The Trustee shall not be deemed to have a conflicting interest under
the TIA by virtue of being a trustee under the Indenture dated as of August 10,
2000 between the Guarantor and the Trustee, the Indenture dated as of April 25,
2001 between Calpine Canada Energy Finance ULC and the Trustee, the securities
under which are guaranteed by the Guarantor, and the Indenture dated as of April
30, 2001 between the Guarantor and the Trustee.

SECTION 6.11      Preferential Collection of Claims Against Company.

    The Trustee shall comply with TIA Section 311(a), except with respect to any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed is subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE VII

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 7.1       Discharge of Liability on Securities.

    If (i) the Company delivers to the Trustee all outstanding Securities of a
Series (other than Securities replaced or paid pursuant to Section 2.8 or
Securities for whose payment money has theretofore been deposited in trust by
the Company with the Trustee or a Paying Agent and thereafter repaid to the
Company as provided in the second sentence of Section 7.6) for cancellation or
(ii) all outstanding Securities of such Series have become due and payable and
the Company irrevocably deposits with the Trustee as trust funds solely for the
benefit of the Holders for that purpose funds sufficient to pay at maturity or
on redemption the principal of and all accrued interest on all outstanding
Securities of such Series (other than Securities replaced or paid pursuant to
Section 2.8 or Securities for whose payment money has heretofore been deposited
in trust by the Company with the Trustee or Paying Agent and thereafter repaid
to the Company as provided in the second sentence of Section 7.6), and if in
either case the Company pays all other sums payable hereunder by the Company
with respect to such Series, then, subject to Sections 7.2 and 7.7, this
Indenture shall cease to be of further effect with respect to such Series. The
Trustee shall acknowledge satisfaction and discharge of this Indenture with
respect to such Series on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

SECTION 7.2       Termination of Company's Obligations.

    Except as otherwise provided in this Section 7.2, the Company may terminate
its obligations under the Securities of a Series and this Indenture with respect
to such Series if:

    (i) the Securities of such Series mature or are redeemable within one year,
    (ii) the Company irrevocably deposits in trust with the Trustee or Paying
    Agent (other than the Company or a Subsidiary or Affiliate of the Company)
    under the terms of an irrevocable trust agreement in form satisfactory to
    the Trustee, as trust funds solely for the benefit of the Holders of such
    Series for that purpose, money or U.S. Government Obligations that, through
    the payment of interest and principal in respect thereof in accordance with
    its terms, will provide, not later than one Business Day prior to the
    applicable payment date, money sufficient (in the opinion of a nationally
    recognized firm of independent public accountants expressed in a written
    certification thereof delivered to the Trustee), without consideration of
    any reinvestment of interest, to pay principal and interest on the
    Securities of such Series to maturity or redemption, and to pay all other
    sums payable by it hereunder, (iii) no Default with respect to such Series
    shall have occurred and be continuing on the date of such deposit, (iv) such
    deposit will not result in or constitute a Default or result in a breach or
    violation of, or constitute a default under, any other agreement or
    instrument to which the Company is a party or by which it is bound and (v)
    the Company has delivered to the Trustee an Officers' Certificate and an
    Opinion of Counsel, in each case stating that all conditions precedent
    provided for herein relating to the satisfaction and discharge of this
    Indenture with respect to such Series have been complied with; provided,
    however, that the Trustee or Paying Agent shall have been irrevocably
    instructed to apply such money or the proceeds of such U.S. Government
    Obligations to the payment of such principal and interest with respect to
    the Securities and if the Securities of the Series are to be redeemed,
    either the Securities have been called for redemption or are to be called
    for redemption within one year under


                                       32
<PAGE>   37

    arrangements satisfactory to the Trustee for the giving of the notice of
    redemption by the Trustee in the name, and at the expense, of the Company.

    With respect to the foregoing, the Company's obligations in Sections 2.2,
2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1, 3.2, 6.7, 6.8, 7.5, 7.6 and 7.7 shall
survive until the Securities of such Series are no longer outstanding.
Thereafter, only the Company's obligations in Sections 6.7, 6.8, 7.6 and 7.7
shall survive. After any such irrevocable deposit and fulfillment of the other
requirements of this Section 7.2, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture with respect to such Series except for those surviving
obligations specified above.

SECTION 7.3       Defeasance and Discharge of Indenture.

    If so provided with respect to a Series of Securities in accordance with
Section 2.1, the Company will be deemed to have paid and will be discharged from
any and all obligations in respect of such Series on the 123rd day after the
date of the deposit referred to in clause (i) hereof, and the provisions of this
Indenture will no longer be in effect with respect to such Series, in each case
subject to the penultimate paragraph of this Section 7.3, and the Trustee, at
the reasonable request of and at the expense of the Company, shall execute
proper instruments acknowledging the same, except as to (a) rights of
registration of transfer and exchange, (b) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Securities of such Series, (c) rights of
Holders of such Series to receive payments of principal thereof and interest
thereon, (d) the Company's obligations under Section 3.2, (e) the rights,
obligations and immunities of the Trustee hereunder including those arising
under Section 6.7 hereof, (f) the rights of the Holders of such Series as
beneficiaries of this Indenture with respect to the property so deposited with
the Trustee payable to all or any of them and (g) the rights, obligations and
immunities which survive as provided in the penultimate paragraph of this
Section 7.3; provided, however, that the following conditions shall have been
satisfied:

        (i) with reference to this Section 7.3, the Company has irrevocably
    deposited or caused to be irrevocably deposited with the Trustee or Paying
    Agent (other than the Company or a Subsidiary or Affiliate of the Company)
    and conveyed all right, title and interest for the benefit of the Holders of
    such Series, under the terms of an irrevocable trust agreement in form
    satisfactory to the Trustee as trust funds in trust, specifically pledged as
    security for, and dedicated solely to, the benefit of such Holders, in and
    to, (A) money in an amount, (B) U.S. Government Obligations that, through
    the payment of interest and principal in respect thereof in accordance with
    their terms, will provide, not later than one Business Day before the due
    date of any payment referred to in this clause (i), money in an amount or
    (C) a combination thereof in an amount 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, without consideration of any reinvestment of interest and after
    payment of all federal, state and local taxes or other fees, charges and
    assessments in respect thereof payable by the Trustee or Paying Agent, the
    principal of and interest on the outstanding Securities of such Series when
    due; provided, however, that the Trustee or Paying Agent shall have been
    irrevocably instructed to apply such money or the proceeds of such U.S.
    Government Obligations to the payment of such principal and interest with
    respect to such Series;

        (ii) such deposit will not result in or constitute a Default or result
    in a breach or violation of, or constitute a default under, any other
    agreement or instrument to which the Company is a party or by which it is
    bound;

        (iii) no Default with respect to such Series shall have occurred and be
    continuing on the date of such deposit or during the period ending on the
    123rd day after such date of deposit;

        (iv) the Company shall have delivered to the Trustee (A) either (1) a
    ruling directed to the Trustee received from the Internal Revenue Service to
    the effect that the Holders will not recognize income, gain or loss for U.S.
    federal income tax purposes as a result of the Company's exercise of its
    option under this Section 7.3 and will be subject to U.S. 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 option had not been exercised or (2) an Opinion
    of Counsel (who may not be an employee of the Company) to the same effect as
    the ruling described in clause (1) accompanied by a ruling to that effect
    published by the Internal Revenue Service, unless there has been a change in
    the applicable U.S. federal income tax law since the date of this Indenture
    such that a ruling from the Internal Revenue Service is no


                                       33
<PAGE>   38

    longer required, and (B) an Opinion of Counsel to the effect that (1) the
    creation of the defeasance trust does not violate the Investment Company Act
    of 1940, (2) after the passage of 123 days following the deposit (except,
    with respect to any trust funds for the account of any Holder of such Series
    who may be deemed to be an "insider" for purposes of Title 11 of the United
    States Code, after one year following the deposit), the trust funds will not
    be subject to the effect of Section 547 of the United States Bankruptcy Code
    or Section 15 of the New York Debtor and Creditor Law in a case commenced by
    or against the Company under either such statute, and either (x) the trust
    funds will no longer remain the property of the Company (and therefore, will
    not be subject to the effect of any applicable bankruptcy, insolvency,
    reorganization or similar laws affecting creditors' rights generally) or (y)
    if a court were to rule under any such law in any case or proceeding that
    the trust funds remained property of the Company, (I) assuming such trust
    funds remained in the possession of the Trustee prior to such court ruling
    to the extent not paid to Holders of such Series, the Trustee will hold, for
    the benefit of such Holders, a valid and perfected security interest in such
    trust funds that is not avoidable in bankruptcy or otherwise except for the
    effect of Section 552(b) of the United States Bankruptcy Code on interest on
    the trust funds accruing after the commencement of a case under such statute
    and (II) such Holders will be entitled to receive adequate protection of
    their interests in such trust funds if such trust funds are used in such
    case or proceeding; and

        (v) the Company has delivered to the Trustee an Officers' Certificate
    and an Opinion of Counsel, in each case stating that all conditions
    precedent provided for herein relating to the defeasance contemplated by
    this Section 7.3 have been complied with.

    Notwithstanding the foregoing clause (i), prior to the end of the 123-day
period referred to in clause (iv)(C)(2) above, none of the Company's obligations
under this Indenture with respect to such Series shall be discharged. Subsequent
to the end of such 123-day period with respect to this Section 7.3, the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1,
3.2, 6.7, 6.8, 7.6 and 7.7 shall survive with respect to such Series until the
Series is no longer outstanding. Thereafter, only the Company's obligations in
Sections 6.7, 7.6 and 7.7 shall survive with respect to such Series. If and when
a ruling from the Internal Revenue Service or Opinion of Counsel referred to in
clause (iv)(A) above and an Opinion of Counsel referred to in clause (iv)(B)
above are able to be provided specifically without regard to, and not in
reliance upon, the continuance of the Company's obligations under Section 3.1,
then the Company's obligations under such Section 3.1 with respect to such
Series shall cease upon delivery to the Trustee of such ruling or Opinion of
Counsel and compliance with the other conditions precedent provided for herein
relating to the defeasance contemplated by this Section 7.3.

    After any such irrevocable deposit and the fulfillment of the other
requirements of this Section 7.3, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture with respect to such Series except for those surviving
obligations in the immediately preceding paragraph.

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

SECTION 7.4       Defeasance of Certain Obligations.

    If so provided with respect to a Series of Securities in accordance with
Section 2.1, the Company may omit to comply with any term, provision or
condition set forth in Sections 3.3 and 3.4 or any covenant established with
respect to such Series pursuant to Section 2.1(9), and clause (c) of Section 5.1
with respect to Sections 3.3 and 3.4 or any such covenant, and clause (d) of
Section 5.1 shall be deemed not to be an Event of Default, in each case with
respect to the outstanding Securities of such Series, if:

    (i) with reference to this Section 7.4, the Company has irrevocably
    deposited or caused to be irrevocably deposited with the Trustee or Paying
    Agent (other than the Company or a Subsidiary or Affiliate of the Company)
    and conveyed all right, title and interest for the benefit of the Holders of
    such Series, under the terms of an irrevocable trust agreement in form
    satisfactory to the Trustee as trust funds in trust, specifically pledged as
    security for, and dedicated solely to, the benefit of the Holders of such
    Series, in and to, (A) money in an amount, (B) U.S. Government Obligations
    that, through the payment of interest and principal in respect thereof in
    accordance with their terms, will provide, not later than one Business Day
    before the due date of any payment


                                       34
<PAGE>   39

    referred to in this clause (i), money in an amount or (C) a combination
    thereof in an amount, 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, without
    consideration of the reinvestment of such interest and after payment of all
    federal, state and local taxes or other fees, charges and assessments in
    respect thereof payable by the Trustee or Paying Agent, the principal of,
    premium, if any, and interest on the outstanding Securities of such Series
    when due; provided, however, that the Trustee or Paying Agent shall have
    been irrevocably instructed to apply such money or the proceeds of such U.S.
    Government Obligations to the payment of such principal and interest with
    respect to such Series;

        (ii) such deposit will not result in or constitute a Default or result
    in a breach or violation of, or constitute a default under, any other
    agreement or instrument to which the Company is a party or by which it is
    bound;

        (iii) no Default with respect to such Series shall have occurred and be
    continuing on the date of such deposit;

        (iv) the Company has delivered to the Trustee one or more Opinions of
    Counsel who are not employed by the Company to the effect that (A) the
    creation of the defeasance trust does not violate the Investment Company Act
    of 1940, (B) the Holders of such Series have a valid first-priority security
    interest in the trust funds, (C) such Holders will not recognize income,
    gain or loss for U.S. federal income tax purposes as a result of such
    deposit and defeasance of certain obligations and will be subject to U.S.
    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 and defeasance had not
    occurred and (D) after the passage of 123 days following the deposit
    (except, with respect to any trust funds for the account of any Holder who
    may be deemed to be an "insider" for purposes of the United States
    Bankruptcy Code, after one year following the deposit), the trust funds will
    not be subject to the effect of Section 547 of the United States Bankruptcy
    Code or Section 15 of the New York Debtor and Creditor Law in a case
    commenced by or against the Company under either such statute, and either
    (1) the trust funds will no longer remain the property of the Company (and
    therefore, will not be subject to the effect of any applicable bankruptcy,
    insolvency, reorganization or similar laws affecting creditors' rights
    generally) or (2) if a court were to rule under any such law in any case or
    proceeding that the trust funds remained property of the Company, (x)
    assuming such trust funds remained in the possession of the Trustee prior to
    such court ruling to the extent not paid to such Holders, the Trustee will
    hold, for the benefit of such Holders, a valid and perfected security
    interest in such trust funds that is not avoidable in bankruptcy or
    otherwise except for the effect of Section 552(b) of the United States
    Bankruptcy Code on interest on the trust funds accruing after the
    commencement of a case under such statute and (y) such Holders will be
    entitled to receive adequate protection of their interests in such trust
    funds if such trust funds are used in such case or proceeding; and

        (v) the Company has delivered to the Trustee an Officers' Certificate
    and an Opinion of Counsel, in each case stating that all conditions
    precedent provided for herein relating to the defeasance contemplated by
    this Section 7.4 have been complied with.

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

SECTION 7.5       Application of Trust Money.

    Subject to Section 7.7 of this Indenture, the Trustee or Paying Agent shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, and shall
apply the deposited money and the money from U.S. Government Obligations in
accordance with this Indenture to the payment of principal of and interest on
the Securities of the relevant Series. The Trustee shall be under no obligation
to invest such money or U.S. Government Obligations and in no event shall the
Trustee have any liability for, or in respect of, any such investment made.

SECTION 7.6       Repayment to Company.

    Subject to Sections 6.7, 7.1, 7.2, 7.3 and 7.4 of this Indenture, the
Trustee and the Paying Agent shall promptly pay to the Company upon written
request any excess money or U.S. Government Obligations held by them at any time
pursuant to this Article, which in the opinion of a nationally recognized firm
of independent public accountants

                                       35
<PAGE>   40

expressed in a written certification thereof delivered to the Trustee (which
delivery shall only be required if U.S. Government Obligations have been so
provided), are in excess of the amount thereof which would then be required to
be deposited to effect an equivalent discharge or defeasance in accordance with
this Article VII, and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon written request any money held by them for the payment of principal or
interest of any Series that remains unclaimed for two years; provided, however,
that the Company shall if requested by the Trustee or the Paying Agent, give the
Trustee or such Paying Agent indemnification reasonably satisfactory to it
against any and all liability which may be incurred by it by reason of such
payment. After payment to the Company, Holders entitled to such money must look
to the Company for payment as general creditors unless an applicable law
designates another person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

SECTION 7.7     Reinstatement.

        If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be, by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities of the applicable Series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be; provided, however, that, if the Company has made
any payment of principal of or interest on any Series of Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Series to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

SECTION 7.8     Deposited Money and U.S. Government Obligations to be Held
                in Trust: Miscellaneous Provisions.

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

SECTION 7.9     Terms and Conditions of Defeasance Subject to Section 2.1.

        The terms and conditions of Sections 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 are
each subject to any modifications thereof effected pursuant to paragraph (16) of
the second paragraph of Section 2.1.

                                  ARTICLE VIII

                           AMENDMENTS AND SUPPLEMENTS

SECTION 8.1       Without Consent of Holders.

        The Company, when authorized by a Board Resolution, and the Trustee may
amend this Indenture or a Series of Securities or enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) without notice to or the consent of any
Securityholder for one or more of the following purposes:

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

        (b)     to comply with Article IV;

        (c)     to provide for uncertificated Securities of such Series in
                addition to certificated Securities of such Series; provided,
                however, that such uncertificated Securities are issued in
                registered form for purposes



                                       36
<PAGE>   41

                of Section 163(f) of the Code or in a manner such that such
                uncertificated Securities are described in Section 163(f)(2)(B)
                of the Code;

        (d)     to add additional guarantees with respect to such Series or to
                secure such Series;

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

        (f)     to comply with the requirements of the SEC in connection with
                qualification of the Indenture under the TIA;

        (g)     to make any change that does not adversely affect the rights of
                any Securityholder of such Series; including, without
                limitation, changing any payment record dates as necessary to
                conform to then-current market practice; or

        (h)     to provide for the issuance of Securities with terms not
                currently contemplated by Section 2.1.

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

SECTION 8.2       With Consent of Holders.

        The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of a Series with the
written consent of the Holders of a majority in principal amount of the
Securities of each Series affected by such amendment or supplement. However,
without the consent of each Securityholder affected, an amendment or supplement
under this Section may not:

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

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

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

        (d)     modify any redemption or repurchase right to the detriment of a
                Holder;

        (e)     make any Security payable in currency or consideration other
                than that stated in the Security;

        (f)     modify the Guarantee to the detriment of a Holder.

        (g)     make any change in Section 5.4, Section 5.7 or this second
                sentence of this Section 8.2.

        An amendment or supplement which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular Series of Securities, or which modifies
the rights of the Holders of Securities of such Series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other Series.

        It shall not be necessary for the consent of the Holders under this
Section 8.2 to approve the particular form of any proposed amendment or
supplement, but it shall be sufficient if such consent approves the substance
thereof.

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



                                       37
<PAGE>   42

SECTION 8.3       Compliance with Trust Indenture Act.

        Every amendment or supplement to this Indenture or the Securities shall
be set forth in a supplemental indenture that complies with the TIA as then in
effect.

SECTION 8.4       Revocation and Effect of Consents.

        Until an amendment or supplement under this Article becomes effective, a
consent to it by a Holder of any Security is a continuing consent by the Holder
and every subsequent Holder of Securities of that Series or portion thereof that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date the amendment or
supplement becomes effective.

        After an amendment or supplement becomes effective, it shall bind every
Securityholder of the affected Series.

SECTION 8.5       Notation on or Exchange of Securities.

        If an amendment changes the terms of a Security, the Trustee may require
the Holders of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Securities of such Series regarding the changed
terms and return it to the Holders. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Securities of such Series shall
issue and the Trustee shall authenticate new Securities of such Series that
reflect the changed terms. Failure to make the appropriate notation or to issue
a new Securities of such Series shall not affect the validity of such amendment.

SECTION 8.6       Trustee To Sign Amendments.

        The Trustee shall sign any supplemental indenture which sets forth an
amendment or supplement authorized pursuant to this Article if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee under this Indenture or otherwise. If it does, the
Trustee may but need not sign it. In signing such supplemental indenture the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such supplemental indenture is authorized or permitted by
this Indenture and, with respect to an amendment or supplement pursuant to
Section 8.2, evidence of the consents of Holders required in connection
therewith.

SECTION 8.7       Fixing of Record Dates.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to take any action under this
Indenture by vote or consent. Except as provided herein, such record date shall
be the later of 30 days prior to the first solicitation of such consent or vote
or the date of the most recent list of Securityholders furnished to the Trustee
pursuant to Section 2.6 prior to such solicitation. If a record date is fixed,
those Persons who were Securityholders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such Persons continue to be Holders after such record date;
provided, however, that unless such vote or consent is obtained from the Holders
(or their duly designated proxies) of the requisite principal amount of
outstanding Securities prior to the date which is the 120th day after such
record date, any such vote or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.



                                       38
<PAGE>   43

                                   ARTICLE IX

                                   REDEMPTION

SECTION 9.1       Applicability of Article.

        Securities of any Series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.1) in accordance with this
Article.

SECTION 9.2       Election to Redeem; Notice to Trustee.

        The election of the Company to redeem Securities of any Series shall be
evidenced by a resolution of the Board of Directors. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such Series to be redeemed. In the case of
any redemption of such Securities (i) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) that is subject to compliance with any conditions provided for
in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or conditions.

SECTION 9.3       Selection by Trustee of Securities to be Redeemed.

        If less than all the Securities of the Series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the outstanding Securities of
such Series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to authorized denominations for Securities of that
Series) of the principal amount of Securities of such Series.

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

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

SECTION 9.4       Notice of Redemption.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at such Holder's registered
address.

        All notices of redemption shall identify the Securities to be redeemed
(including CUSIP and, if applicable, ISIN and Common Code numbers) and shall
state:

                (1) the Redemption Date,

                (2) the Redemption Price,

                (3) if less than all the outstanding Securities of such Series
        are to be redeemed, the identification (and, in the case of partial
        redemption, the principal amounts) of the particular Securities to be
        redeemed,

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

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



                                       39
<PAGE>   44

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

        Notice of redemption of Securities of any Series to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

SECTION 9.5       Deposit of Redemption Price.

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

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

SECTION 9.6       Securities Redeemed in Part.

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

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1      Trust Indenture Act Controls.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of TIA Sections 310 to 317, inclusive, through
operation of TIA Section 318(c), such imposed duties shall control.

SECTION 10.2      Notices.

        Any notice or communication shall be in writing and delivered in person,
or mailed by first-class mail (certified, return receipt requested), addressed
as follows:

         if to the Company:

                                    Calpine Canada Energy Finance II ULC
                                    Suite 800, Purdy's Wharf, Tower 1
                                    1959 Upper Water Street
                                    P.O. Box 997
                                    Halifax, Nova Scotia B3J 3N2



                                       40
<PAGE>   45

                                    with a copy to:

                                    Calpine Corporation
                                    50 West San Fernando Street
                                    San Jose, California 95113
                                    Attn: General Counsel

                                    if to the Trustee:

                                    Wilmington Trust Company
                                    Rodney Square North
                                    1100 North Market Street
                                    Wilmington, DE 19890-0001
                                    Attention: Corporate Trust Administration

        The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications. Any
notice to the Trustee under this Indenture shall be deemed given only when
received by the Trustee at the address specified in this Section 10.2.

        Any notice or communication to a Securityholder shall be mailed by
first-class mail to the Securityholder's address shown on the register kept by
the Registrar. Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

        If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 10.3      Communication by Holders with Other Holders.

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

SECTION 10.4      Certificate and Opinion as to Conditions Precedent.

        Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee:

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

                (b) an Opinion of Counsel in form reasonably satisfactory to the
        Trustee stating that, in the opinion of such counsel (which may rely
        upon an Officers' Certificate as to factual matters), all such
        conditions precedent have been complied with.

SECTION 10.5      Statements Required in Certificate or Opinion.

        Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture other
than certificates provided pursuant to Section 3.5 shall include:

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



                                       41
<PAGE>   46

                (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 or she
        has made such examination or investigation as is necessary to enable him
        or her 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.

SECTION 10.6      Rules by Trustee and Agents.

        The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.7      Legal Holidays.

        A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York, the State(s)
(if in the United States) or cities (if outside of the United States) in which
the offices of the Trustee or any Paying Agent are located, or, if the
Securities are listed on a stock exchange, the jurisdiction in which such stock
exchange is located. If a payment date is a Legal Holiday, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the regular record date shall not be affected.

SECTION 10.8      Successors; No Recourse Against Others.

        (a) All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

        (b) All liability of the Company described in the Securities insofar as
it relates to any director, officer, employee or stockholder, as such, of the
Company is waived and released by each Securityholder.

SECTION 10.9      Duplicate Originals.

        The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

SECTION 10.10     Other Provisions.

        The first certificate pursuant to Section 3.5 shall be for the fiscal
year ending on December 31, 2001.

        The reporting date for Section 6.6 is April 15 of each year. The first
reporting date is April 15, 2002.

SECTION 10.11     Governing Law.

        The laws of the State of New York govern this Indenture and the
Securities, without regard to the conflicts of laws rules thereof.

SECTION 10.12.  Jurisdiction.

        The Company agrees that any suit, action or proceeding against the
Company brought by any Holder or the Trustee arising out of or based upon this
Indenture or the Securities may be instituted in a U.S. Federal or New York
state court located in New York City, and any appellate court from any thereof,
and irrevocably submits to the non-exclusive jurisdiction of such courts in any
suit, action or proceeding. The Company irrevocably waives, to the fullest
extent permitted by law, any objection to any suit, action or proceeding that
may be brought in connection with this Indenture or the Securities, including
such actions, suits or proceedings relating to securities laws of the United
States of America or any state thereof, in such courts whether on the grounds of
venue, residence or domicile



                                       42
<PAGE>   47

or on the ground that any such suit, action or proceeding has been brought in an
inconvenient forum. The Company agrees that final judgment in any such suit,
action or proceeding brought in such court shall be conclusive and binding upon
the Company and may be enforced in any court to the jurisdiction of which the
Company, is subject by a suit upon such judgment; provided that service of
process is effected upon the Company, in the manner provided by this Indenture.
The Company has irrevocably appointed CT Corporation Systems with offices on the
date hereof at 111 Eighth Avenue, New York, New York 10011, as its authorized
agent (the "Authorized Agent"), upon whom process may be served in any suit,
action, or proceeding arising out of or based upon this Indenture, the
Securities or the transactions contemplated herein which may be instituted in
any U.S. Federal or state court located in New York City by any Holder or the
Trustee and expressly accepts the non-exclusive jurisdiction of any such courts
in respect of any such suit, action or proceeding. The Company hereby represents
and warrants that the Authorized Agent has accepted such appointment and has
agreed to act as said agent for service of process, and the Company agrees to
take any and all action, including the filing of any and all documents that may
be necessary to continue such respective appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent shall be deemed, in
every respect, effective service of process upon the Company. Notwithstanding
the foregoing, any action involving the Company arising out of or based upon
this Indenture or the Securities may be instituted by any Holder or the Trustee
in any court of competent jurisdiction in Canada.

SECTION 10.13.  Judgment Currency.

        The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest on the Securities (the "Required Currency") into a currency other than
the currency in which the Securities are denominated, in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such
day is not a New York Banking Day, then, to the extent permitted by applicable
law, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.



                                       43
<PAGE>   48

                                   SIGNATURES

                                       CALPINE CANADA ENERGY FINANCE II ULC


                                       By
                                          --------------------------------------
                                          Name: [Ann B. Curtis]
                                          Title:  [Executive Vice President]


                                       WILMINGTON TRUST COMPANY,
                                         as Trustee


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

Dated:  October __, 2001



                                       44
<PAGE>   49
                                                                       EXHIBIT A

                           (FORM OF FACE OF SECURITY)

                           [Global Securities Legend]

    [TO BE INSERTED ONLY IN UNITED STATES DOLLAR-DENOMINATED GLOBAL SECURITY]

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

    UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


               [TO BE INSERTED ONLY IN GLOBAL SECURITY DENOMINATED
                 IN A CURRENCY OTHER THAN UNITED STATES DOLLARS]

    THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF A
COMMON DEPOSITORY FOR EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR
SYSTEM ("EUROCLEAR") AND CLEARSTREAM BANKING, S.A., FORMERLY CEDELBANK
("CLEARSTREAM") OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM, TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF KREDIETBANK S.A.
LUXEMBOURGEOISE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF EUROCLEAR AND CLEARSTREAM (AND ANY PAYMENT IS MADE TO
KREDIETBANK S.A. LUXEMBOURGEOISE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, KREDIETBANK S.A. LUXEMBOURGEOISE, HAS AN
INTEREST HEREIN.

    UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE COMMON DEPOSITORY TO A NOMINEE OF THE COMMON DEPOSITORY OR BY A
NOMINEE OF THE COMMON DEPOSITORY TO THE COMMON DEPOSITORY OR ANOTHER NOMINEE OF
THE COMMON DEPOSITORY OR BY THE COMMON DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR COMMON DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITORY.

<PAGE>   50
                         [Restricted Securities Legend]

                    [TO BE INSERTED ONLY ON INITIAL SECURITY]

    THIS SECURITY (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 SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY 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 SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i)
INSIDE THE U.S. TO A PERSON WHOM THE SELLER REASONABLY BELIEVES 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 U.S. IN A
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), (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, OR (v) TO THE ISSUER, 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.

                         [Temporary Regulation S Legend]

            [TO BE INSERTED ONLY ON TEMPORARY REGULATION S SECURITY]

    THIS SECURITY IS A TEMPORARY GLOBAL SECURITY. PRIOR TO THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD SET FORTH IN RULE 903(b)(2)(ii) UNDER THE
U.S. SECURITIES ACT APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE
HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON WHO
PURCHASED SUCH INTEREST IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR
DEFINITIVE SECURITIES. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S
UNDER THE SECURITIES ACT.



                                      A-2
<PAGE>   51
                      CALPINE CANADA ENERGY FINANCE II ULC

                          _____% SENIOR NOTE DUE _____

No.____                                                         [$]_____________
                                                                CUSIP:
                                                                [ISIN: ]
                                                                [Common Code:]

    Calpine Canada Energy Finance II ULC, a public limited company organized
under the laws of Nova Scotia, Canada (the "Company"), promises to pay to [Cede
& Co.]* [Kredietbank S.A. Luxembourgeoise]**, or registered assigns, the
principal amount of ____________ [Dollars or Other Currency] [or such other
principal amount as is set forth in the Schedule of Increases and Decreases of
Global Security annexed hereto]***.

                     Interest Payment Dates: _____ and _____
                          Record Dates: _____ and _____

    This Security is fully and unconditionally guaranteed by Calpine
Corporation, a Delaware corporation, as set forth in the Guarantee Agreement,
dated [_________], 2001, made by Calpine Corporation and in the Guarantee
endorsed hereon.

    Additional provisions of this Security are set forth on the reverse hereof.

    IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Date: _______________


                                       CALPINE CANADA ENERGY FINANCE II ULC


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

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


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION:

Wilmington Trust Company, as Trustee,
certifies that this is one of the Securities
referred to in the Indenture.


By:                                      Dated:
    -------------------------------            --------------------------------
         Authorized Officer

*   Insert only in United States dollar-denominated Global Security.

**  Insert only in Global Security denominated in a currency other than United
    States dollars.

*** Insert only in Global Securities.



                                      A-3
<PAGE>   52
                          (Form of Reverse of Security)

                      CALPINE CANADA ENERGY FINANCE II ULC
                           ___% SENIOR NOTE DUE _____

    (1) Interest. (a) Calpine Canada Energy Finance II ULC, an unlimited
liability company organized under the laws of Nova Scotia, Canada (such company,
and its successors and assigns under the Indenture referred to below, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the interest rate per annum shown above. The Company will
pay interest semiannually on __________ and __________ of each year. Interest on
the Securities of this Series will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from ________________. Interest will be computed as set forth
in the Directors' Certificate or supplemental indenture delivered pursuant to
Section 2.1.

    [(b) The Holder of this Security is entitled to the benefits of a
Registration Rights Agreement, dated as of _________, __, _____, between the
Company and the Guarantor for the benefit of the Holders of Securities specified
therein (the "Registration Agreement"). Capitalized terms used in this paragraph
1(b), but not defined herein have the meanings assigned to them in the
Registration Agreement. In the event that (i) neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the Commission on or prior to the [ ] day after the Issue Date, (ii) the
Exchange Offer Registration Statement has not been declared effective by the
Commission on or prior to the [ ] day after the Issue Date, (iii) neither the
Exchange Offer has been consummated nor the Shelf Registration Statement has
been declared effective by the Commission on or prior to the [ ] day after the
Issue Date, or (iv) after either the Exchange Offer Registration Statement or
the Shelf Registration Statement has been declared effective, such Registration
Statement thereafter ceases to be effective or usable (subject to certain
exceptions contained in the Registration Agreement) in connection with resales
of the Securities at any time that the Company and the Guarantor is obligated to
maintain effectiveness thereof pursuant to the Registration Agreement (each such
event referred to in clauses (i) through (iv) above being referred to herein as
a "Registration Default"), interest (the "Special Interest") shall accrue (in
addition to stated interest on the Securities) from and including the date on
which the first such Registration Default shall occur to but excluding the date
on which all Registration Defaults have been cured, at a rate per annum (or a
pro rata portion thereof for periods shorter than one year) equal to ____% of
the principal amount of the Securities. The Special Interest will be payable in
cash semiannually in arrears each _____ __ an _____ __ in the same manner as
ordinary interest.

    Whenever in this Security there is mentioned, in any context, the payment of
principal, premium, if any, or interest or any other amount payable under or
with respect to any Security, such mention shall be deemed to include mention of
the payment of Special Interest to the extent that, in such context, Special
Interest is, was or would be payable in respect thereof.] [Modify to reflect
definitive Registration Agreement].

     (2) Method of Payment. The Company will pay interest on the Securities of
this Series (except Defaulted Interest) to the persons who are registered
Holders of Securities of this Series at the close of business on the record date
next preceding the interest payment date even though such Securities are
canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address. [Set forth any obligation to pay additional amounts in connection with
any tax gross up.]

     (3) Paying Agent, Registrar, Transfer. Initially, Wilmington Trust Company,
a Delaware banking corporation (the "Trustee"), will act as Paying Agent,
Transfer Agent and Registrar. [The initial Paying Agent and Transfer Agent in
_______________ is _____________________.](*) The Company may change any Paying
Agent, Transfer Agent or, Registrar or co-registrar without notice. The Company
may act as Paying Agent, Transfer Agent or Registrar. [Set forth in Initial
Security procedures for insuring compliance with the Securities Act in
connection


----------

(*)  Include only in Global Security denominated in a currency other than United
     States dollars.



                                      A-4
<PAGE>   53
with transfers and exchanges, including procedures for transfers of beneficial
interests between Rule 144 Global Securities and Regulation S Global
Securities.]

     (4) Indenture. The Company issued the Securities of this Series under an
Indenture dated as of October __, 2001 (the "Indenture") between the Company and
the Trustee. The Securities are unsecured general obligations of the Company
issued and to be issued in one or more Series under the Indenture and may be
issued in an unlimited principal amount. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"). Capitalized terms used herein but not defined herein are used as defined
in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
such terms.

     (5) Guarantee. The Securities of this Series are entitled to the benefits
under the Guarantee Agreement, dated October __, 2001 (the "Guarantee
Agreement"), made by Calpine Corporation, a Delaware corporation.

     [(6) Redemption. The Securities of this Series are redeemable, at the
option of the Company, at any time in whole or from time to time in part, on not
less than [ ] nor more than [ ] days' prior notice to the registered Holders of
Securities of this Series, on any date prior to its maturity (a "Redemption
Date") at a redemption price equal to: (i) 100% of the outstanding principal
amount of the Securities of this Series being redeemed; plus (ii) accrued and
unpaid interest on the Securities of this Series being redeemed to, but
excluding, the Redemption Date; plus (iii) a Make-Whole Premium. In no event
will the redemption price on the Securities of this Series be less than 100% of
the principal amount of the Securities of this Series being redeemed plus
accrued and unpaid interest thereon. "Make-Whole Premium" means an amount equal
to the Discounted Present Value calculated for any Security of this Series
subject to redemption less the unpaid principal amount of the Security of this
Series; provided, however, that no Make-Whole Premium shall be less than zero.
For purposes of the definition of "Make-Whole Premium," the "Discounted Present
Value" of any Securities of this Series subject to redemption shall be equal to
the discounted present value of all principal and interest payments scheduled to
become due in respect of the Securities of this Series after the Redemption
Date, calculated using a discount rate equal to the sum of (1) the yield to
maturity on the United States treasury security having a maturity date equal to
the maturity date of the Securities of this Series and trading in the secondary
market at the price closest to par and (2) [ ] basis points, provided, however,
that if there is no United States Treasury security having a maturity date equal
to the maturity date of the Securities of this Series, such discount rate shall
be calculated using a yield to maturity interpolated or extrapolated on a
straight-line basis (rounding to the nearest month, if necessary) from the
yields to maturity for the two United States treasury securities having maturity
dates most closely corresponding to the maturity date of the Securities of this
Series and trading in the secondary market at the price closest to par.
Notwithstanding Section 9.4 of the Indenture, the notice of redemption with
respect to the foregoing redemption need not set forth the redemption price but
only the manner of calculation thereof. The Company shall notify the Trustee of
the redemption price with respect to the foregoing redemption promptly after the
calculation thereof. The Trustee shall not be responsible for calculating said
redemption price.] [Must be modified or deleted as necessary pursuant to terms
of redemption, if any, of the Securities.]

     (7) Denominations; Transfer; Exchange. The Securities of this Series are in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof [or as otherwise set forth in the Security]. The transfer of
Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of a Series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 9.3 of the Indenture and ending at the close of
business on the day of such mailing or (B) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

     (8) Defeasance. Subject to certain conditions and unless otherwise provided
in the terms of the Securities of this Series, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money and/or U.S. Government
Obligations for the payment of principal and interest on the Securities to
maturity. [Must be modified or deleted as necessary pursuant to terms of
defeasance, if any, of the Securities.]



                                      A-5
<PAGE>   54
     (9) Persons Deemed Owners. The registered Holder of a Security may be
treated as its owner for all purposes, except that interest (other than
Defaulted Interest) will be paid to the person that was the registered Holder on
the relevant record date for such payment of interest.

     (10) Amendments and Waivers. Subject to certain exceptions, (i) the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of a majority in principal amount of the Securities of each Series
affected; and (ii) any existing default with respect to the Securities of this
Series may be waived with the consent of the Holders of a majority in principal
amount of the Securities of such Series. Without the consent of any
Securityholder, the Indenture or the Securities may be amended or supplemented
to cure any ambiguity, omission, defect or inconsistency, to provide for
assumption of Company obligations to Securityholders or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
to provide for guarantees with respect to, or security for, the Securities, or
to comply with the TIA or to add additional covenants or surrender Company
rights, or to make any change that does not adversely affect the rights of any
Securityholder.

     (11) Remedies. If an Event of Default with respect to the Securities of
this Series occurs and is continuing, the Trustee or Holders of at least 25% in
principal amount of the Securities of this Series may declare all the Securities
of this Series to be due and payable immediately. Securityholders may not
enforce the Indenture, the Guarantee Agreement and the Guarantee or the
Securities of this Series except as provided in the Indenture. The Trustee may
require an indemnity before it enforces the Indenture, the Guarantee Agreement
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the Securities of a Series may direct the Trustee in its
exercise of any trust or power with respect to such Series. The Trustee may
withhold from Securityholders notice of any continuing default (except a Default
in payment of principal or interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.

     (12) Trustee Dealings with Company. Subject to the provisions of the TIA,
the Trustee under the Indenture, 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 Trustee. The Trustee will initially be Wilmington Trust Company.

     (13) No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or the Guarantor shall not have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

     (14) Authentication. This Security shall not be valid until authenticated
by the manual signature of an authorized officer of the Trustee or an
authenticating agent.

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

[(16) Holders' Compliance with Registration Rights Agreement. Each Holder of a
Security, by acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including, without limitation, the obligations of
the Holders with respect to a registration of their Securities and the
indemnification of the Company to the extent provided therein.] [Insert only in
Initial Security].


     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused a CUSIP number, and,
if applicable, ISIN and Common Code numbers, to be printed on the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
placed thereon.




                                      A-6
<PAGE>   55
     THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF THIS
SECURITY IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: SECRETARY, CALPINE
CORPORATION, 50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113.

                                    GUARANTEE

         For value received, CALPINE CORPORATION, a Delaware corporation
(including any successor under the Guarantee Agreement referred to in the
Security upon which this Guarantee is endorsed, the "Guarantor") hereby
unconditionally guarantees to the Holder of the Security upon which this
Guarantee is endorsed, and to the Trustee and its successors and assigns on
behalf of such Holder, that: the principal of, premium thereon (if any) and
interest on such Security will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise, and
interest on the overdue principal and interest on any overdue interest on such
Security and all other obligations of the Company to the Holder of such Security
or the Trustee or under the Indenture will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof.

         The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Security upon which this Guarantee is endorsed or of the Indenture, the absence
of any action to enforce the same, any waiver or consent by the Holder of such
Security or the Trustee with respect to any provisions hereof or of the
Indenture, the Guarantee Agreement or the Securities, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor.

         The Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Guarantee will not be
discharged except by complete performance of the obligations contained in the
Indenture and the Security upon which this Guarantee is endorsed. This is a
guarantee of payment and not of collection.

         If the Holder of such Security or the Trustee is required by any court
or otherwise to return to the Company or the Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee
or such Holder, the Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

         The Guarantor hereby agrees that any claim against the Company that
arises from the payment, performance or enforcement of the Guarantor's
obligations under the Guarantee or the Indenture, including, without limitation,
any right of subrogation, shall be subject and subordinate to, and no payment
with respect to any such claim of the Guarantor shall be made before, the
payment in full in cash of the Security upon which this Guarantee is endorsed in
accordance with the provisions provided therefor in the Indenture.

         All capitalized terms used without definition in this Guarantee shall
have the respective meanings assigned to such terms in the Guarantee Agreement.

         This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers.



                                       CALPINE CORPORATION


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



                                      A-7
<PAGE>   56
          [TO BE ATTACHED TO SECURITIES OTHER THAN INITIAL SECURITIES]

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

    I or we assign and transfer this Security to


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

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

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




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

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

Dated:                                 Signed:
      ---------------------                   ----------------------------------
                                             (Sign exactly as your name appears
                                             on the other side of this Security)

Signature Guarantee:
                    ------------------------------------------------------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




                                      A-8
<PAGE>   57
                     [TO BE ATTACHED TO INITIAL SECURITIES]

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

    I or we assign and transfer this Security to


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

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


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



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

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

Dated:                                 Signed:
      ---------------------                   ----------------------------------
                                             (Sign exactly as your name appears
                                             on the other side of this Security)

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with their terms:

CHECK ONE BOX BELOW:

    (1)  [ ]  to the Company; or

    (2)  [ ]  pursuant to an effective registration statement under the
              Securities Act of 1933; or

    (3)  [ ]  inside the United States to a "qualified institutional buyer"
              (as defined in Rule 144A under the Securities Act of 1933) that
              purchases for its own account or for the account of another
              "qualified institutional buyer" to whom notice is given that such
              transfer is being made in reliance on Rule 144A, in each case
              pursuant to and in compliance with Rule 144A under the Securities
              Act of 1933; or

    (4)  [ ]  outside the United States in an offshore transaction within
              the meaning of Regulation S under the Securities Act of 1933 in
              compliance with Rule 904 under the Securities Act of 1933; or

    (5)  [ ]  pursuant to another available exemption from registration
              provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.



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




                                       i
<PAGE>   58
Signature Guarantee:
                    ------------------------------------------------------------

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED:

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


Dated:                                 Signed:
      -----------------------------           ----------------------------------
                                              NOTICE: To be executed by an
                                                      executive officer



                                       ii


<PAGE>   59
                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

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



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




                                      iii

<PAGE>   60
                                                                       EXHIBIT B

                  Forms of Certificate of Beneficial Ownership

                   [Complete Form I or Form II as Applicable]

                                    [Form I]

Euroclear Bank SA./N.V.,
     as Operator of the Euroclear System
Clearstream Banking, S.A.


Re:      Calpine Canada Energy Finance II ULC (the "Company")
         [   ]% Initial Securities] (the "Securities") issued under the
         Indenture (the "Indenture") dated as of _____ __, 2001, between the
         Company and Wilmington Trust Company


Dear Sirs:

         We are the beneficial owners of ________ principal amount of Securities
issued under the Indenture and represented by Regulation S Temporary Global
Securities (as defined in the Indenture).

         We hereby certify as follows:

         [CHECK A OR B AS APPLICABLE.]

                A.  We are a non-U.S. person (within the meaning of Regulation S
                    under the Securities Act of 1933, as amended).

                B.  We are a U.S. person (within the meaning of Regulation S
                    under the Securities Act of 1933, as amended) who purchased
                    the Securities in a transaction that did not require
                    registration under the Securities Act of 1933, as amended.

         Accordingly, you are hereby requested to exchange our beneficial
interest in the Regulation S Temporary Global Securities for an equivalent
beneficial interest in Regulation S Permanent Global Securities.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.




                                       Very truly yours,


                                       -----------------------------------------
                                       [NAME OF BENEFICIAL OWNER]



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

                                       Name:
                                       Title:
                                       Address:


Date:________________



                                      B-1
<PAGE>   61
                                    [Form II]


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Re:      Calpine Canada Energy Finance II ULC (the "Company")
         [ ]% [Initial Securities] (the "Securities") issued under the Indenture
         (the "Indenture") dated as of _______ __, 2001, between the Company and
         Wilmington Trust Company


         This is to certify that based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Securities represented by
Regulation S Temporary Global Notes issued under the above-referenced Indenture,
that as of the date hereof, _________ principal amount of Securities represented
by the Regulation S Temporary Global Securities being submitted herewith for
exchange is beneficially owned by persons who are either (i) non-U.S. persons
(within the meaning of Regulation S under the Securities Act of 1933, as
amended) or (ii) U.S. persons who purchased the Securities in a transaction that
did not require registration under the Securities Act of 1933, as amended.

        We further certify that (i) we are not submitting herewith for exchange
any portion of such Regulation S Temporary Global Securities excepted in such
Member Organization certifications and (ii) as of the date hereof we have not
received any notification from any Member Organization to the effect that the
statements made by such Member Organization with respect to any portion of such
Regulation S Temporary Global Securities submitted herewith for exchange are no
longer true and cannot be relied upon as of the date hereof. Accordingly, you
are hereby requested to exchange such beneficial interest in the Regulation S
Temporary Global Securities for an equivalent beneficial interest in Regulation
S Permanent Global Securities.

         Capitalized terms used and not defined herein have the meanings given
such terms in the Indenture.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                       Yours faithfully,

[EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System]

OR

[CLEARSTREAM BANKING, S.A.]


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


Date:
     --------------------------




                                      B-2
<PAGE>   62
                                                                       EXHIBIT C

                      Forms of Certificate to be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S
                                    [Form I]


                                                       ________,_____

Euroclear Bank S.A./N.V.,
     as operator of the Euroclear System
Clearstream Banking, S.A.


Re:      Calpine Canada Energy Finance II ULC (the "Company")
         [ ]% [Initial Securities] (the "Securities") issued under the Indenture
         (the "Indenture") dated as of ______ __, 2001, between the Company and
         Wilmington Trust Company


Dear Sirs:

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

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

         (2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

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

         (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act of 1933.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S under the Securities Act of 1933.




                                            Very truly yours,

                                            [Name of Transferor]


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




                                      C-1

<PAGE>   63
                                    [Form II]


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration


Re:      Calpine Canada Energy Finance II ULC (the "Company")
         [ ]% [Initial Securities] (the "Securities") issued under the Indenture
         (the "Indenture") dated as of ______ __, 2001, between the Company and
         Wilmington Trust Company


Dear Sirs:

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

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

         (2) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

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

         (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act of 1933.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S under the Securities Act of 1933.


                                            Very truly yours,

                                            [Name of Transferor]


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

<PAGE>   64
                                                                       EXHIBIT D



                           Form of Guarantee Agreement




                                      D-1