<PAGE>
                                                                    EXHIBIT 4.14

                                                               EXECUTION VERSION

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

                            FIRST MORTGAGE INDENTURE

                                     between

                   MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC

                                       and

                               JPMORGAN CHASE BANK

                                     Trustee

                                   ----------

                          Dated as of December 10, 2003

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

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                                TABLE OF CONTENTS

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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ....     5
SECTION 101. General Definitions ........................................     5
SECTION 102. Compliance Certificates and Opinions .......................    20
SECTION 103. Content and Form of Documents Delivered to Trustee .........    20
SECTION 104. Acts of Holders; Record Dates ..............................    21
SECTION 105. Notices, Etc., to Trustee and Company ......................    23
SECTION 106. Notice to Holders; Waiver ..................................    23
SECTION 107. Conflict with Trust Indenture Act ..........................    23
SECTION 108. Effect of Headings and Table of Contents ...................    24
SECTION 109. Successors and Assigns .....................................    24
SECTION 110. Separability Clause ........................................    24
SECTION 111. Benefits of Indenture ......................................    24
SECTION 112. Governing Law ..............................................    24
SECTION 113. Legal Holidays .............................................    24
SECTION 114. Investment of Cash Held by Trustee .........................    25
SECTION 115. Execution of Other Documents; Conflicts; Agreement of
                Holders .................................................    25

ARTICLE TWO. SECURITY FORMS .............................................    25
SECTION 201. Forms Generally ............................................    25
SECTION 202. Form of Trustee's Certificate of Authentication ............    26

ARTICLE THREE. THE SECURITIES ...........................................    26
SECTION 301. Amount Unlimited; Issuable in Series .......................    26
SECTION 302. Denominations ..............................................    29
SECTION 303. Execution, Authentication, Delivery and Dating .............    29
SECTION 304. Temporary Securities .......................................    30
SECTION 305. Registration, Registration of Transfer and Exchange ........    30
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities ...........    31
SECTION 307. Payment of Interest; Interest Rights Preserved .............    32
SECTION 308. Persons Deemed Owners ......................................    34
SECTION 309. Cancellation ...............................................    34
SECTION 310. Computation of Interest; Usury Not Intended ................    34
SECTION 311. CUSIP Numbers ..............................................    35

ARTICLE FOUR. ISSUANCE OF SECURITIES ....................................    35
SECTION 401. General ....................................................    35
SECTION 402. Limitation on Issuances ....................................    37

ARTICLE FIVE. REDEMPTION OF SECURITIES ..................................    37
SECTION 501. Applicability of Article ...................................    37
SECTION 502. Election to Redeem; Notice to Trustee ......................    37
SECTION 503. Selection by Trustee of Securities to Be Redeemed ..........    38
SECTION 504. Notice of Redemption .......................................    38
SECTION 505. Deposit of Redemption Price ................................    39
SECTION 506. Securities Payable on Redemption Date ......................    40
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                                        i

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<TABLE>
<S>                                                                         <C>
SECTION 507. Securities Redeemed in Part ................................    40

ARTICLE SIX. COVENANTS ..................................................    40
SECTION 601. Payment of Securities ......................................    40
SECTION 602. Maintenance of Office or Agency ............................    41
SECTION 603. Money for Securities Payments to Be Held in Trust ..........    41
SECTION 604. Maintenance of Existence, etc ..............................    42
SECTION 605. Books and Records ..........................................    42
SECTION 606. Payment of Taxes and Other Claims ..........................    42
SECTION 607. Certain Additional Covenants with Respect to the Mortgaged
                Property ................................................    43
SECTION 608. Covenants in Supplemental Indenture, etc ...................    46
SECTION 609. Waiver of Certain Covenants ................................    46
SECTION 610. Release of Mortgaged Property ..............................    46
SECTION 611. Additional Collateral, etc .................................    47
SECTION 612. Annual Officer's Certificate as to Compliance ..............    47

ARTICLE SEVEN. SATISFACTION AND DISCHARGE ...............................    48
SECTION 701. Satisfaction and Discharge of Debt Securities ..............    48
SECTION 702. Covenant Defeasance ........................................    51
SECTION 703. Satisfaction and Discharge of Indenture ....................    52
SECTION 704. Application of Trust Money .................................    53

ARTICLE EIGHT. EVENTS OF DEFAULT; REMEDIES ..............................    53
SECTION 801. Events of Default ..........................................    53
SECTION 802. Acceleration of Maturity; Rescission and Annulment .........    54
SECTION 803. Entry upon Mortgaged Property ..............................    56
SECTION 804. Power of Sale; Suits for Enforcement .......................    56
SECTION 805. Incidents of Sale ..........................................    59
SECTION 806. Collection of Indebtedness and Suits for Enforcement by
                Trustee .................................................    60
SECTION 807. Application of Money Collected .............................    61
SECTION 808. Receiver ...................................................    62
SECTION 809. Trustee May File Proofs of Claim ...........................    62
SECTION 810. Trustee May Enforce Claims Without Possession of
                Securities ..............................................    63
SECTION 811. Limitation on Suits ........................................    63
SECTION 812. Unconditional Right of Holders to Receive Principal, Premium
                and Interest ............................................    64
SECTION 813. Restoration of Rights and Remedies .........................    64
SECTION 814. Rights and Remedies Cumulative .............................    64
SECTION 815. Delay or Omission Not Waiver ...............................    64
SECTION 816. Control by Holders .........................................    64
SECTION 817. Waiver of Past Defaults ....................................    65
SECTION 818. Undertaking for Costs ......................................    65
SECTION 819. Waiver of Appraisement, Usury, Stay and Other Laws .........    66
SECTION 820. Purchase Upon Set-Off ......................................    66
SECTION 821. Senior Preferential Payments and Special Trust Account .....    66
SECTION 822. Restoration of Obligations .................................    68
SECTION 823. Bankruptcy Preferences .....................................    68
SECTION 824. Additional Remedies with Regard to Mortgaged Property ......    68
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                                       ii

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<S>                                                                         <C>
ARTICLE NINE. THE TRUSTEE ...............................................    70
SECTION 901. Certain Duties and Responsibilities ........................    70
SECTION 902. Notice of Defaults .........................................    71
SECTION 903. Certain Rights of Trustee ..................................    71
SECTION 904. Not Responsible for Recitals or Issuance of Securities or
                Application of Proceeds .................................    73
SECTION 905. May Hold Securities ........................................    73
SECTION 906. Money Held in Trust ........................................    73
SECTION 907. Compensation and Reimbursement .............................    74
SECTION 908. Conflicting Interests ......................................    74
SECTION 909. Corporate Trustee Required; Eligibility ....................    75
SECTION 910. Resignation and Removal; Appointment of Successor ..........    75
SECTION 911. Acceptance of Appointment by Successor .....................    76
SECTION 912. Merger, Conversion, Consolidation or Succession to
                Business ................................................    77
SECTION 913. Co-trustees and Separate Trustees ..........................    77
SECTION 914. Appointment of Authenticating Agent ........................    78

ARTICLE TEN. LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY ...........    79
SECTION 1001. Company to Furnish Trustee Names and Addresses of
                 Holders ................................................    79
SECTION 1002. Preservation of Information; Communications to Holders ....    80
SECTION 1003. Reports by Trustee ........................................    80
SECTION 1004. Reports by Company ........................................    80

ARTICLE ELEVEN. MERGER, CONSOLIDATION, CONVEYANCE, TRANSFER OR LEASE ....    80
SECTION 1101. Mergers, Consolidations, Etc ..............................    80
SECTION 1102. Successor Corporation Substituted .........................    82
SECTION 1103. Holdco as Successor Corporation ...........................    82

ARTICLE TWELVE. SUPPLEMENTAL INDENTURES .................................    82
SECTION 1201. Supplemental Indentures Without Consent of Holders ........    82
SECTION 1202. Supplemental Indentures With Consent of Holders ...........    84
SECTION 1203. Execution of Supplemental Indentures ......................    85
SECTION 1204. Effect of Supplemental Indentures .........................    85
SECTION 1205. Conformity with Trust Indenture Act .......................    85
SECTION 1206. Reference in Securities to Supplemental Indentures ........    86
SECTION 1207. Modification Without Supplemental Indenture ...............    86

ARTICLE THIRTEEN. MEETINGS OF HOLDERS; ACTION WITHOUT MEETING ...........    86
SECTION 1301. Purposes for Which Meetings May Be Called .................    86
SECTION 1302. Call, Notice and Place of Meetings ........................    86
SECTION 1303. Persons Entitled to Vote at Meetings ......................    87
SECTION 1304. Quorum; Action ............................................    87
SECTION 1305. Attendance at Meetings; Determination of Voting Rights;
                 Conduct and Adjournment of Meetings ....................    88
SECTION 1306. Counting Votes and Recording Action of Meetings ...........    89
SECTION 1307. Action Without Meeting ....................................    89
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                                       iii

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<S>                                                                         <C>
ARTICLE FOURTEEN. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                     DIRECTORS AND EMPLOYEES ............................    89
SECTION 1401. Exemption from Individual Liability .......................    89
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                                       iv

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Exhibit A     Real Property
Exhibit B     Easement Land
Exhibit C     Notice to Trustee of Special Event of Default
Exhibit D     Notice to Trustee of Payment Default

Schedule I    Certain Contracts


                                        v

<PAGE>

     FIRST MORTGAGE INDENTURE, dated as of December 10, 2003, between Michigan
Electric Transmission Company, LLC, a limited liability company duly organized
and existing under the laws of the State of Michigan (herein called the
"Company"), having its principal office at 540 Avis Drive, Suite H, Ann Arbor,
Michigan 48108, and JPMorgan Chase Bank, a New York banking corporation having
an office at 4 New York Plaza, New York, New York 10004, as trustee (herein
called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture, as originally executed and delivered, to provide for (i) the issuance
from time to time of its bonds, notes or other evidences of indebtedness (herein
called the "Debt Securities"), to be issued in one or more series as
contemplated herein, and to provide security for the payment of the principal of
and premium, if any, and interest, if any, on such Securities, and (ii) the
issuance from time to time of its bonds, notes or other evidences of
indebtedness, to be issued in one or more series as contemplated herein, solely
to provide security for the payment of the principal of and premium, if any, and
interest, if any, on the Company's Senior Secured Debt (other than the Debt
Securities) (herein called the "Collateral Securities" and, together with the
Debt Securities, the "Securities"). All acts necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms, have been
performed. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

                                GRANTING CLAUSES

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, in consideration of the
premises and of the purchase or other acquisition of the Securities by the
Holders thereof, and in order to secure the payment of the principal of and
premium, if any, and interest, if any, on, and all other amounts (including,
without limitation, fees, expenses and indemnities) in connection with, all
Securities from time to time Outstanding and the performance of the covenants
therein and herein contained and to declare the terms and conditions on which
such Securities are secured, the Company hereby grants, bargains, sells,
conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the
Trustee, and grants to the Trustee, for itself and for the benefit of the
Holders, with power of sale, a lien upon and a security interest in, the
following (subject, however, to the terms and conditions set forth in this
Indenture):

                              GRANTING CLAUSE FIRST

     All right, title and interest of the Company, as of the date of the
execution and delivery of this Indenture, as originally executed and delivered,
in and to all of the following property:

<PAGE>

     (a) all real property owned in fee and other interests in real property
located in the State of Michigan or wherever else situated, as described in
Exhibit A hereto;

     (b) the entire easement estate created under and by virtue of the Easement
Agreement (as defined in Section 101 hereof), including any interest in any fee,
or greater or lesser title to such easement estate, including, without
limitation, the Company's interest in the parcels of real property described in
Exhibit B hereto attached for purposes of local recording of this Indenture
(collectively, the "Easement Land") and the Improvements (as defined below) that
the Company may own or hereafter acquire (whether acquired pursuant to a right
or option contained in the Easement Agreement or otherwise) and all credits,
deposits, options, privileges and rights of the Company under the Easement
Agreement (including all rights of use, occupancy and enjoyment) and under any
amendments, supplements, extensions, renewals, restatements, replacements and
modifications thereof (including, without limitation, (i) the right to give
consents, (ii) the right to receive moneys payable to the Company, (iii) the
right to renew or extend the Easement Agreement for a succeeding term or terms,
(iv) the right, if any, to purchase the Real Estate (as defined below) and (v)
the right to terminate or modify the Easement Agreement); all of the Company's
claims and rights to the payment of damages arising under the Bankruptcy Code
(as defined in Section 101 hereof) from any rejection of the Easement Agreement
by the grantor thereunder or any other party (such parcel(s) of real property
(including the real property owned in fee and the Easement Land and the
Company's easement estate), together with all of the buildings, improvements,
structures and fixtures now or subsequently located thereon (the "Improvements")
are collectively referred to as the "Real Estate");

     (c) the Improvements or any part thereof (whether owned in fee by the
Company or held pursuant to the Easement Agreement or otherwise) and all the
estate, right, title, claim or demand whatsoever of the Company, in possession
or expectancy, in and to the Real Estate or any part thereof;

     (d) all rights of way, gores of land, streets, ways, alleys, passages,
sewer rights, waters, water courses, water and riparian rights, development
rights, air rights, mineral rights and all estates, rights, titles, interests,
privileges, licenses, tenements, hereditaments and appurtenances belonging,
relating or appertaining to the Real Estate, and any reversions, remainders,
rents, issues, profits and revenue thereof and all land lying in the bed of any
street, road or avenue, in front of or adjoining the Real Estate to the center
line thereof (the assets described in clauses (a), (b) and (c) above and this
clause (d) are collectively referred to as the "Real Property");

     (e) all fixtures, towers, pole structures, poles, crossarms, wires, cables,
conduits, guys, anchors, transformers, insulators, substations, switching
stations, chattels, business machines, machinery, apparatus, equipment,
furnishings, fittings and articles of personal property of every kind and nature
whatsoever, and all appurtenances and additions thereto and substitutions or
replacements thereof (together with, in each case, attachments, components,
parts and accessories) currently owned or subsequently acquired by the Company
and now or subsequently attached to, or contained in or used or usable in any
way in connection with any operation or letting of the Real Estate, including
but without limiting the generality of the foregoing, all screens, awnings,
shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and
windows, furniture and furnishings, heating, electrical, and mechanical
equipment, lighting, switchboards, plumbing, ventilating, air conditioning and
air-cooling apparatus, refrigerating, and incinerating equipment, escalators,
elevators, loading and unloading equipment and systems, stoves, ranges, laundry
equipment, cleaning systems (including window cleaning apparatus), telephones,
communication systems (including satellite dishes and antennae), televisions,
computers, sprinkler systems and other fire prevention and extinguishing
apparatus and materials, security systems, motors, engines, machinery, pipes,
pumps, tanks, conduits, appliances, fittings and fixtures of every kind and
description and all other assets that constitute "Equipment" as defined in the
Uniform Commercial Code (all of the foregoing in this clause (e), collectively
being referred to as the "Equipment");


                                        2

<PAGE>

     (f) all substitutes and replacements of, and all additions and improvements
to, the Real Estate and the Equipment, subsequently acquired by or released to
the Company or constructed, assembled or placed by the Company on the Real
Estate, immediately upon such acquisition, release, construction, assembling or
placement, including, without limitation, any and all building materials whether
stored at the Real Estate or offsite, and, in each such case, without any
further mortgage, conveyance, assignment or other act by the Company;

     (g) all leases, subleases, underlettings, concession agreements, management
agreements, licenses and other agreements relating to the use or occupancy of
the Real Estate or the Equipment or any part thereof, now existing or
subsequently entered into by the Company and whether written or oral and all
guarantees of any of the foregoing (collectively, as any of the foregoing may be
amended, restated, extended, renewed or modified from time to time, the
"Leases"), and all rights of the Company in respect of cash and securities
deposited thereunder and the right to receive and collect the revenues, income,
rents, issues and profits thereof, together with all other rents, royalties,
issues, profits, revenue, income and other benefits arising from the use and
enjoyment of the Mortgaged Property (collectively, the "Rents"), including, but
not limited to, all rights conferred by Act No. 210 of the Michigan Public Acts
of 1953 as amended by Act No. 151 of the Michigan Public Acts of 1966 (MCLA
554.231 et seq.), and Act No. 228 of the Michigan Public Acts of 1925 as amended
by Act No. 55 of the Michigan Public Acts of 1933 (MCLA 554.211 et seq.);

     (h) all trade names, trade marks, logos, copyrights, good will and books
and records relating to or used in connection with the operation of the Real
Estate or the Equipment or any part thereof, all rights, priorities and
privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including copyrights,
copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom; all general intangibles related to the
operation of the Improvements now existing or hereafter arising and all other
assets that constitute "Intellectual Property" as defined in the Uniform
Commercial Code (all of the foregoing in this clause (h), collectively being
referred to as "Intellectual Property");

     (i) all unearned premiums under insurance policies now or subsequently
obtained by the Company relating to the Real Estate or Equipment and the
Company's interest in and to all proceeds of any such insurance policies
(including title insurance policies) including the right to collect and receive
such proceeds, subject to the provisions relating to insurance generally set
forth below; and all awards and other compensation, including the interest
payable thereon and the right to collect and receive the same, made to the
present or any subsequent owner of the Real Estate or Equipment for the taking
by eminent domain, condemnation or otherwise, of all or any part of the Real
Estate or any easement or other right therein;

     (j) all contracts from time to time executed by the Company or any Manager
or agent on its behalf relating to the ownership, construction, maintenance,
repair, operation, occupancy, sale or financing of the Real Estate or Equipment
or any part thereof and all agreements relating to the purchase or lease of any
portion of the Real Estate or any property which is adjacent or peripheral to
the Real Estate, together with the right to exercise such options and all leases
of Equipment; all consents, licenses, building permits, certificates of
occupancy and other Governmental Approvals relating to construction, completion,
occupancy, use or operation of the Real Estate or any part thereof; and all
drawings, plans, specifications and similar or related items relating to the
Real Estate (all of the foregoing in this clause (j) being referred to as "Real
Estate Contracts");


                                        3

<PAGE>

     (k) any and all moneys now or subsequently on deposit for the payment of
real estate taxes or special assessments against the Real Estate or for the
payment of premiums on insurance policies covering the foregoing property or
otherwise on deposit with or held by the Company as provided in this Indenture;

     (l) any right to payment of a monetary obligation, whether or not earned by
performance, (i) for property that has been or is to be sold, leased, licensed,
assigned or otherwise disposed of, (ii) for services rendered or to be rendered,
(iii) for a policy of insurance issued or to be issued, (iv) for a secondary
obligation incurred or to be incurred, (v) for energy provided or to be
provided, (vi) for the use or hire of a vessel under a charter or other
contract, (vii) arising out of the use of a credit or charge card or information
contained on or for use with the card, or (viii) as winnings in a lottery or
other game of chance operated or sponsored by a state, governmental unit of a
state, or person licensed or authorized to operate the game by a state or
governmental unit of the state;

     (m) all Accounts;

     (n) all Chattel Paper;

     (o) all Contracts;

     (p) all Deposit Accounts;

     (q) all Documents;

     (r) all General Intangibles;

     (s) all Instruments;

     (t) all Inventory;

     (u) all Investment Property;

     (v) all Letter of Credit Rights;

     (w) all other property not otherwise described above;

     (x) all books and records pertaining to the Mortgaged Property; and

     (y) to the extent not otherwise included, all Proceeds, Supporting
Obligations and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing.

                             GRANTING CLAUSE SECOND

     All right, title and interest of the Company in all property described in
the foregoing Granting Clause First, which may be hereafter acquired by the
Company, it being the intention of the Company that all such property and all
such rights, title and interests acquired by the Company after the date of the
execution and delivery of this Indenture, as originally executed and delivered,
shall be as fully embraced within and subjected to the Lien hereof as if such
property were owned by the Company as of the date of the execution and delivery
of this Indenture, as originally executed and delivered;


                                        4

<PAGE>

                              GRANTING CLAUSE THIRD

     All tenements, hereditaments, servitudes and appurtenances belonging or in
any wise appertaining to the aforesaid property, with the reversions and
remainders thereof;

     TO HAVE AND TO HOLD all such property, unto the Trustee, its successors in
trust and their assigns forever;

     IN TRUST, for the equal and ratable benefit and security of the Holders
from time to time of all Outstanding Securities without any priority of any such
Security over any other such Security;

     PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and
to the Mortgaged Property shall cease, terminate and become void in accordance
with, and subject to the conditions set forth in, Article Seven or Article
Twelve hereof, and if, thereafter, the principal of and premium, if any, and
interest, if any, on, and any other amounts (including, without limitation,
fees, expenses and indemnities) in connection with, the Securities shall have
been paid to the Holders thereof, or shall have been paid to the Company
pursuant to Section 603 hereof, then and in that case this Indenture shall
terminate, and the Trustee shall execute and deliver to the Company such
instruments as the Company shall require to evidence such termination; otherwise
this Indenture, and the estate and rights hereby granted, shall be and remain in
full force and effect; and

     IT IS HEREBY COVENANTED AND AGREED by and between the Company and the
Trustee that all the Securities are to be authenticated and delivered, and that
the Mortgaged Property is to be held, subject to the further covenants,
conditions and trusts hereinafter set forth, and the Company hereby covenants
and agrees to and with the Trustee, for the equal and ratable benefit of all
Holders, as follows:

                                  ARTICLE ONE.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. General Definitions.

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

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

          (2) all other terms used herein without definition which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

          (3) the following terms are used herein as defined in the Uniform
Commercial Code: Accounts, Certificated Security, Chattel Paper, Documents,
General Intangibles, Instruments, Inventory, Investment Property, Letter of
Credit Rights and Supporting Obligations;

          (4) all terms used herein without definition which are defined in the
Uniform Commercial Code as in effect in any jurisdiction in which any portion of
the Mortgaged Property is located shall have the meanings assigned to them
therein with respect to such portion of the Mortgaged Property;


                                        5

<PAGE>

          (5) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" or "GAAP" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the date
of the execution and delivery of this Indenture, as originally executed and
delivered;

          (6) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture;

          (7) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

          (8) words importing any gender include the other genders;

          (9) references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute referred
to;

          (10) references to "writing" include printing, typing, lithography and
other means of reproducing words in a visible form;

          (11) the words "including," "includes" and "include" shall be deemed
to be followed by the words "without limitation"; and

          (12) unless otherwise provided, references to agreements and other
instruments shall be deemed to include all amendments and other modifications to
such agreements and instruments, but only to the extent such amendments and
other modifications are not prohibited by the terms of this Indenture.

     "Accountant" means a Person engaged in the accounting profession or
otherwise qualified to pass on accounting matters (including, but not limited
to, a Person certified or licensed as a public accountant, whether or not then
engaged in the public accounting profession), which Person, unless required to
be Independent, may be an employee or Affiliate of the Company.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

     "Actual Interest" means (i) with respect to any Outstanding Debt
Securities, interest on the Outstanding principal amount thereon due and unpaid
and (ii) with respect to any Outstanding Collateral Securities, (x) interest on
the Outstanding principal amount thereon (including interest on any unreimbursed
drawings under letters of credit) due and unpaid, (y) commitment and facility
fees, if any, outstanding and payable to the holders (or their agents or
representatives) of the Other Senior Secured Debt Securities to which such
Outstanding Collateral Securities relate, and (z) letter of credit fees, if any,
outstanding and payable to the holders (or their agents or representatives) of
the Other Senior Secured Debt Securities to which such Outstanding Collateral
Securities relate.

     "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
authority, directly or indirectly whether acting alone or in conjunction with
others, to either (i) vote ten percent (10%) or more of the securities having
ordinary voting authority for the election of directors (or persons performing
similar functions) of such Person or (ii) direct or cause the direction of the
management and policies of such Person, whether by contract or


                                        6
<PAGE>

otherwise. With respect to the Company, Affiliate shall include the general
partner of Holdco and each limited partner of Holdco, regardless of whether such
entity controls the Company, and their respective Affiliates.

     "Applicable Governmental Authority" has the meaning set forth in Section
607(f).

     "Assigned Agreements" means those agreements listed on Schedule 1 to the
Consumers Consent.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 914 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Officer" means the Manager, the President, any Vice President
or the Treasurer of the Company, or any other duly authorized officer of the
Company named in an Officer's Certificate signed by any of such Company
officers.

     "Authorized Publication" means a newspaper or financial journal of general
circulation, printed in the English language and customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays; or, in
the alternative, shall mean such form of communication as may have come into
general use for the dissemination of information of import similar to that of
the information specified to be published by the provisions hereof. In the event
that successive weekly publications in an Authorized Publication are required
hereunder they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or in different Authorized
Publications. In case, by reason of the suspension of publication of any
Authorized Publication, or by reason of any other cause, it shall be impractical
without unreasonable expense to make publication of any notice in an Authorized
Publication as required by this Indenture, then such method of publication or
notification as shall be made with the approval of the Trustee shall be deemed
the equivalent of the required publication of such notice in an Authorized
Publication.

     "Bankruptcy Code" means 11 U.S.C., as amended.

     "Bankruptcy Proceeding" shall mean, with respect to any Person, a general
assignment by such Person for the benefit of its creditors, or the institution
by or against such Person of any proceeding seeking relief as debtor, or seeking
to adjudicate such Person as bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of such Person or its debts, under any
law relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other similar official
for such Person or for any substantial part of its property.

     "Business Day", when used with respect to any Place of Payment or any other
particular location specified in the Securities or this Indenture, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

     "Capital Lease" means a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP.

     "Capital Lease Obligation" means, with respect to any Person and a Capital
Lease, the amount of the obligation of such Person as the lessee under such
Capital Lease which would, in accordance with GAAP, appear as a liability on a
balance sheet of such Person.


                                       7

<PAGE>

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in the equity of such Person, including, without
limitation, all partnership interests, common stock and preferred stock and any
and all warrants, rights or options to purchase any of the foregoing.

     "Cash Equivalents" means (i) obligations of or directly and fully
guaranteed by the United States, or of any agency or instrumentality thereof,
maturing not later than three hundred sixty-five (365) days from the date of
acquisition thereof, (ii) commercial paper rated (on the date of acquisition
thereof) A-1 (or the equivalent thereof) or better by S&P and P-1 (or the
equivalent thereof) or better by Moody's, maturing not later than two hundred
seventy (270) days from the date of acquisition thereof, (iii) guaranteed
investment contracts maturing not later than three hundred sixty-five (365) days
from the date of acquisition thereof and entered into with (or fully guaranteed
by) financial institutions whose long-term unsecured non-credit enhanced
indebtedness is rated A- or better by S&P and A3 or better by Moody's, and (iv)
investments in money market funds having a rating from each of S&P and Moody's
in the highest investment category granted thereby.

     "Collateral Securities" has the meaning stated in the first recital of this
Indenture.

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

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

     "Company Request" or "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Manager, its Chief Executive
Officer, its Chief Financial Officer, its President, a Vice President, its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     "Company 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 Manager or the sole member of the Company and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

     "Consumers" means Consumers Energy Company, a Michigan corporation.

     "Consumers Consent" means the Consent and Agreement, dated as of December
10, 2003, by and between Consumers and the Trustee.

     "Contracts" means the Transmission Documents and the other contracts and
agreements listed in Schedule I hereto to which the Company is a party, as the
same may be amended, supplemented or otherwise modified from time to time,
including, without limitation, (i) all rights of the Company to receive moneys
due and to become due to it thereunder or in connection therewith, (ii) all
rights of the Company to damages arising thereunder and (iii) all rights of the
Company to perform and to exercise all remedies thereunder.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of the execution and


                                        8

<PAGE>

delivery of this Indenture, as originally executed and delivered, is located at
4 New York Plaza, New York, New York 10004.

     "Corporation" means a corporation, limited liability company, company,
association, joint-stock company or business trust.

     "Current Revenue Requirement" means the maximum amount of revenue the
Company is authorized to recover consistent with applicable FERC orders and upon
which rates for transmission service under the OATT are based as of the date the
Note Agreement is executed.

     "Debt" means, without duplication, with respect to any Person, the sum of
(a) liabilities for borrowed money, (b) liabilities (excluding accounts payable
and other accrued liabilities arising in the ordinary course of business) for
the deferred purchase price of property and conditional sale or title retention
agreements, (c) Capital Lease Obligations, (d) liabilities for borrowed money
secured by a Lien on property, (e) reimbursement obligations (contingent or
otherwise) in respect of letters of credit, performance bonds or bankers'
acceptances, (f) obligations under any Hedging Agreements, (g) liabilities for
Synthetic Leases, (h) obligations evidenced by bonds, debentures, notes or
similar instruments and (i) any guarantee with respect to liabilities in clauses
(a) through (h) above, but excluding for the period from the date the Note
Agreement is executed to, but excluding, the Final Rate Case Determination Date
only, liabilities to independent power producers in respect of deposits held on
behalf of such independent power producers for interconnection or transmission
system upgrades. All references in this Indenture to the principal amount of
Debt outstanding at any time shall be understood to include not only the
principal amount of any liabilities for borrowed money or of any bonds,
debentures, notes or similar instruments, but also obligations (including those
related to reimbursement obligations in respect of letters of credit, but
excluding those in respect of interest, fees and other similar amounts) under
all other types of Debt described in this definition.

     "Debt Securities" has the meaning stated in the first recital to this
Indenture.

     "Default" means the occurrence and continuance of an event, which, with the
giving of notice or lapse of time, or both, would constitute an Event of
Default.

     "Default Rate" has the meaning specified in Section 804(3). "Defaulted
Interest" has the meaning specified in Section 307.

     "Deposit Account" has the meaning specified in the Uniform Commercial Code
and, in any event, includes, without limitation, any demand, time, savings,
passbook, or similar account maintained with a depositary institution.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

     "Easement Agreement" means the Amended and Restated Easement Agreement,
dated as of April 29, 2002, between the Company and Consumers, as amended by
Supplement No. 1, and by Supplement No. 2, each dated as of April 29, 2002, and
as further amended by Supplement No. 3, dated as of March 3, 2003.

     "Easement Land" has the meaning specified in Granting Clause First.


                                        9

<PAGE>

     "Environmental Law" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including, but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

     "Equipment" has the meaning specified in Granting Clause First.

     "Event of Default" has the meaning specified in Section 801.

     "Event of Loss" means an event (other than a Total Loss), including,
without limitation, any Taking, which causes all or a material portion of the
Transmission System to be damaged, destroyed or rendered unfit for normal use
for any reason whatsoever.

     "Exchange Act" means the United States Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time and the
rules and regulations of the Commission promulgated thereunder.

     "Expiration Date" has the meaning specified in Section 104.

     "FERC" means the United States Federal Energy Regulatory Commission.

     "Final Rate Case Determination Date" means in regard to the increase in
Current Revenue Requirement the Company is expected to seek in connection with
the termination of the Network Integration Transmission Service Agreement, the
earlier of (a) FERC's acceptance or approval of the rates sought by the Company
pursuant to an order that does not suspend or make subject to refund the rates
sought by the Company, or (b) the issuance of a final order by FERC with respect
to such requested rates for which the period for rehearing has expired or the
disposition of any appeals of such order has been completed.

     "Financing Agreements" means this Indenture (excluding, with respect to
this definition, except as set forth in this definition, any indenture
supplemental hereto), the First Supplemental Indenture, the Second Supplemental
Indenture, the Note Agreement, the Securities issued pursuant to the First
Supplemental Indenture and the Second Supplemental Indenture, and the Consumers
Consent.

     "First Supplemental Indenture" means the First Supplemental Indenture to
this Indenture dated as of December 10, 2003, between the Company and the
Trustee.

     "GAAP" has the meaning specified in Section 101(5).

     "Good Utility Practice" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electric transmission
industry during the relevant time period, or any of the practices, methods and
acts which, in the exercise of reasonable judgment in light of the facts known
at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Utility Practice is not intended to be
limited to the optimum practice, method or act to the exclusion of all others,
but rather to be acceptable practices, methods or acts generally accepted in the
region.

     "Government Obligations" means:


                                       10

<PAGE>

     (a) any security which is (i) a direct obligation of the United States for
the payment of which the full faith and credit of the United States is pledged
or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, which, in either case (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and

     (b) any depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any Government Obligations
which is specified in clause (a) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any Government Obligations which is so specified
and held; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Government Obligations or the specific payment of principal or interest
evidenced by such depositary receipt.

     "Governmental Approval" means any authorization, consent, approval,
license, franchise, ruling, tariff, rate, permit, certificate, exemption of, or
filing or registration with, any Governmental Authority required in connection
with:

          (1) the execution, delivery or performance of any Transmission
Document by any party thereto;

          (2) the grant and perfection of any Lien contemplated to be granted by
this Indenture; or

          (3) the ownership, development, expansion, operation or maintenance of
the Transmission System.

     "Governmental Authority" means any nation or the federal government of the
United States, any state or other political subdivision or agency thereof
(including, but not limited to, the FERC), and any legally constituted entity
legally empowered to exercise executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any other
governmental entity with authority over any aspect of ownership, development,
expansion, maintenance or operation of the Transmission System.

     "Hedging Agreement" means all interest rate swaps, caps or collar
agreements or similar arrangements dealing with interest rates or currency
exchange rates or the exchange of nominal interest obligations, either generally
or under specific contingencies.

     "Holdco" means Michigan Transco Holdings, Limited Partnership, a Michigan
limited partnership.

     "Holder" means a Person in whose name a Security is registered in the
Security Register.

     "Holder Set-Off Amount" has the meaning specified in Section 820.

     "Improvements" has the meaning specified in Granting Clause First.

     "Indenture" means this instrument as originally executed and delivered and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into


                                       11

<PAGE>

pursuant to the applicable provisions hereof. The term "Indenture" shall also
include the terms of particular series of Securities established as contemplated
by Section 301.

     "Independent", when applied to any specified Person, means such a Person
who (a) is in fact independent, (b) does not have any direct Material financial
interest in the Company or in any other obligor upon the Securities or in any
Affiliate of the Company or of such other obligor, (c) is not connected with the
Company or such other obligor as an officer, employee, promoter, underwriter,
trustee, partner, director or any person performing similar functions and (d) is
approved by the Trustee in the exercise of reasonable care.

     "Intellectual Property" has the meaning specified in Granting Clause First.

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

     "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security or a date of
Maturity with respect to such Security.

     "Issuer" means each issuer of any Investment Property.

     "Law" means any foreign, federal, state, local (including municipal) or
other statute, law, rule, regulation, ordinance, order, code, policy or rule of
common law, now or hereafter in effect, and any judicial or administrative
interpretation thereof by a Governmental Authority or otherwise (including any
judicial or administrative order, consent decree or judgment to which the
Company is a party).

     "Leases" has the meaning specified in Granting Clause First.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest, or other encumbrance, or any interest or title of any
vendor, lessor, lender or secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease with
respect to any property or asset of such Person.

     "Loss Proceeds" means all net proceeds from an Event of Loss, including,
without limitation, condemnation proceeds and insurance proceeds or other
amounts actually received by or on behalf of the Company on account of an Event
of Loss.

     "Manager" means the appointed manager of the Company within the meaning of
the Michigan Limited Liability Company Act.

     "Material" means material in relation to the business, operations, affairs,
financial condition, assets, prospects or properties of the Company.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, prospects, assets or
properties of the Company, (b) the ability of the Company to perform its
obligations under any Financing Agreement or the Revolving Facility (including,
the timely payments of principal of, or premium, if any, and interest on, the
Securities), (c) the legality, validity or enforceability of any Financing
Agreement or the Revolving Facility or (d) the perfection or priority of the
Liens purported to be created pursuant to this Indenture or the rights and
remedies of the Holders with respect thereto.


                                       12

<PAGE>

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

     "Maximum Interest Rate" has the meaning specified in Section 310.

     "MISO" means the Midwest Independent Transmission System Operator, Inc.

     "Moody's" means Moody's Investors Service, Inc., or any successor thereto.

     "Mortgaged Property" means, as of any particular time, all property which
at such time is subject to the Lien of this Indenture.

     "Network Integration Transmission Service Agreement" means the April 29,
2002 Amendment and Restatement of the Network Integration Transmission Service
Agreement, dated as of April 1, 2001, between the Company and Consumers Energy
Company.

     "Note Agreement" means that certain Note Purchase Agreement, dated as of
December 10, 2003, between the Company and each Holder listed on Schedule A
attached thereto.

     "Notice of Default" has the meaning specified in Section 801.

     "OATT" means, at any given time, the open access transmission tariff of the
Company or MISO that is applicable to the Company, approved by the FERC and then
in effect.

     "Officer's Certificate" means a certificate signed by an Authorized Officer
and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who shall not be
in-house counsel for the Company nor an employee of the Company, but shall be
counsel of national standing, acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802.

     "Other Senior Secured Debt Securities" means Senior Secured Debt of the
Company (other than the Securities) which is secured by Collateral Securities.

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

          (1) Securities theretofore canceled or delivered to the Security
Registrar or the Trustee for cancellation;

          (2) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been irrevocably deposited in
trust with the Trustee or a Paying Agent, provided that if such Securities are
to be redeemed prior to the Stated Maturity thereof, notice of such redemption
shall have been given as provided in Article Five, or provisions satisfactory to
the Trustee shall have been made for giving such notice;


                                       13

<PAGE>

          (3) Securities deemed to have been paid for all purposes of this
Indenture in accordance with Section 701 (whether or not the Company's
indebtedness in respect thereof shall be satisfied and discharged for any other
purpose); and

          (4) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
and the Company that such Securities are held by a bona fide purchaser in whose
hands such Securities are valid obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Outstanding Securities under this Indenture,
or the Outstanding Securities of any series or Tranche, have given, made or
taken any request, demand, authorization, direction, notice, consent, election,
waiver or other action hereunder or whether or not a quorum is present at a
meeting of Holders, as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the
amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 802;
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 301; (C) the principal amount of any Collateral
Securities shall be determined as follows: (i) prior to the occurrence of an
Event of Default, the Outstanding principal amount of any Collateral Securities
shall equal the sum of (a) the principal amount of Debt of the Company
(including the undrawn amount of any letters of credit issued on behalf of the
Company) actually outstanding under the Other Senior Secured Debt Securities
with respect to which such Collateral Security was issued, plus (b) any unfunded
commitment to extend credit to the Company pursuant to the Senior Secured Debt
Agreement with respect to which the Collateral Security was issued; provided
that, in the case of clause (b), when the Trustee notifies the Holders (or an
agent(s) on their behalf) of the date of determination of the principal amount
Outstanding with respect to such Collateral Security (which date shall be at
least 5 days after the date the Holders have received such notice from the
Trustee), the Holders of such Collateral Security (or an agent(s) on their
behalf) shall deliver a certificate to the Trustee on or before such date of
determination stating that, to its knowledge, the Company would be able on such
date of determination to satisfy the conditions to extensions of credit under
such Senior Secured Debt Agreement if the Company were to have requested an
extension of credit to be made on such date in accordance with the terms and
conditions of such Senior Secured Debt Agreement; or (ii) after the occurrence
and during the continuance of an Event of Default, the Outstanding principal
amount of any Collateral Security shall equal the principal amount of the Debt
of the Company (including the undrawn amount of any letters of credit issued on
behalf of the Company) actually outstanding under the Other Senior Secured Debt
Securities with respect to which such Collateral Security was issued and not any
unfunded commitment to extend credit; and (D) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, election,
waiver or other action, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor;

provided, further, that for purposes of determining the portion of any proceeds
of the Mortgaged Property, payments by the Company or other amounts to be
distributed to the Holders by the Trustee, the principal amount of any
Collateral Securities shall be equal to the principal amount of Debt of the


                                       14

<PAGE>

Company actually outstanding under the Other Senior Secured Debt Securities with
respect to which such Collateral Securities were issued;

and provided, further, that in determining the principal amount of any
Collateral Securities that is Outstanding for any purpose hereunder (including
the amount of any unfunded commitment to extend credit to the Company included
in such principal amount in accordance with clause (C)(i)(b) of the first
proviso to this definition), the Trustee shall be protected in relying upon a
notice from the Holder (or its agent). In the absence of any such notice, the
Trustee shall not be charged with notice of any principal payment, prepayment,
borrowing, reborrowing or other extension of credit and the resulting increase
or decrease in the principal amount of such Collateral Securities, and the
Trustee may conclusively rely on the correctness of any such notice.

     "Paying Agent" means any Person, other than the Company or any of its
Affiliates, authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

     "Periodic Offering" means an offering of Securities of a series from time
to time any or all of the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the Stated Maturity
or Maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such
Securities by the Trustee, all as contemplated in Section 301 and clause (2) of
Section 401.

     "Permitted Additional Senior Secured Debt" has the meaning assigned to that
term in Section 3.02(e) of the First Supplemental Indenture.

     "Permitted Liens" means:

          (1) Liens for taxes, assessments or other governmental charges which
are not yet due and payable or that are being contested in good faith by
appropriate proceedings and for which adequate cash reserves in accordance with
GAAP or other acceptable security is maintained by the Company;

          (2) Liens incidental to the conduct of business or the ownership of
properties and assets (including landlords', carriers', warehousemen's,
mechanics', materialmen's and other similar Liens) arising in the ordinary
course of business and not in connection with borrowed money which (i) relate to
obligations that are not yet due or (ii) are being contested in good faith and
for which adequate cash reserves in accordance with GAAP or other security
acceptable to the Person whose Lien is being contested is maintained by the
Company;

          (3) Liens to secure the performance of bids, tenders, leases, or trade
contracts, or to secure statutory obligations (including obligations under
workers compensation, unemployment insurance and other social security
legislation), surety or appeal bonds or other Liens, incurred in the ordinary
course of business and not in connection with borrowed money;

          (4) Liens resulting from judgments arising in connection with court
proceedings that are being contested in good faith and for which adequate cash
reserves in accordance with GAAP or other acceptable security are maintained by
the Company, unless such judgments are not, within thirty (30) days, discharged
or stayed pending appeal, or shall not have been discharged within thirty (30)
days after the expiration of any such stay or are such that create an Event of
Default;


                                       15
<PAGE>

          (5) Liens in the Mortgaged Property granted pursuant to this
Indenture;

          (6) Leases, subleases, easements, rights-of-way, restrictions and
other similar charges or encumbrances incidental to the ownership of property or
assets or the ordinary conduct of the Company's business; provided that the
aggregate of such Liens does not materially (i) detract from the operation or
value of such property or (ii) interfere with the use of the property and assets
of the Company in the ordinary course of business; and

          (7) Liens securing Debt of the Company incurred to finance the
acquisition of fixed or capital assets; provided, that (i) such Liens shall be
created substantially simultaneously with the acquisition of such fixed or
capital assets, (ii) such Liens do not at any time encumber any Property other
than the Property financed by such Debt, (iii) the amount of Debt secured
thereby is not increased and (iv) the aggregate principal amount of Debt secured
by all such Liens does not exceed $5,000,000 at any one time outstanding.

     "Person" means any individual, Corporation, partnership, limited
partnership, limited liability partnership, joint venture, trust, unincorporated
organization or any Governmental Authority.

     "Place of Payment", when used with respect to the Securities of any series,
or any Tranche thereof, means the place or places where the principal of and any
premium and interest on the Securities of that series, or any Tranche thereof,
are payable, to the extent that the Securities of such series, or any Tranche
thereof, are entitled to the payment of principal, premium and/or interest, as
specified as contemplated by Section 301.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Pro Rata Portion" means, with respect to any series of Outstanding
Securities entitled to redemption from any Loss Proceeds in accordance with
Section 501, as of any date, a fraction (x) the numerator of which shall equal
the aggregate principal amount of the Outstanding Securities of such series and
(y) the denominator of which shall equal the sum of (i) the aggregate principal
amount of all Outstanding Securities entitled to redemption from such Loss
Proceeds in accordance with Section 501 and (ii) the outstanding principal
amount of all Other Senior Secured Debt Securities entitled to redemption,
repayment, reduction or prepayment from such Loss Proceeds at such date in
accordance with the terms thereof; provided, that for purposes hereof,
Collateral Securities issued in respect of Other Senior Secured Debt Securities
entitled to redemption, repayment, reduction or prepayment from such Loss
Proceeds shall be excluded from any calculation of "Outstanding Securities"
pursuant hereto.

     "Proceeds" means all "proceeds" as such term is defined in the Uniform
Commercial Code and, in any event, shall include, without limitation, all
dividends or other income from Investment Property, collections thereon or
distributions or payments with respect thereto.

     "Property" means any right or interest in or to assets or property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

     "Protected Purchaser" has the meaning specified in Section 8-303 of the
Uniform Commercial Code.


                                       16

<PAGE>

     "Real Estate" has the meaning specified in Granting Clause First.

     "Real Estate Contracts" has the meaning specified in Granting Clause First.

     "Real Property" has the meaning specified in Granting Clause First.

     "Receivable" means any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).

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

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture or the
terms of the Securities as contemplated by Section 301.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Rents" has the meaning specified in Granting Clause First.

     "Responsible Officer", when used with respect to the Trustee, means an
officer in the Institutional Trust Services department (or any successor
department) of the Trustee having direct responsibility for administration of
this Indenture.

     "Revolving Facility" means (i) the $35,000,000 revolving credit facility
for working capital, capital expenditures and general corporate purposes of the
Company under the Credit Agreement, dated as of December 10, 2003, among the
Company, the lenders from time to time a party thereto and JPMorgan Chase Bank,
as administrative agent, together with any amended, restated, supplemented,
refinanced or replacement credit facility in an amount not to exceed, prior to
the Final Rate Case Determination Date, $35,000,000, whether or not with the
original lenders or agents thereunder, together with (ii) the Second
Supplemental Indenture relating to the Collateral Securities issued with respect
to the above referenced revolving credit facility (or any other indenture
supplemental hereto that would relate to any replacement or refinanced credit
facility referred to in clause (i) above).

     "S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill
Companies, Inc., or any successor thereto.

     "Second Supplemental Indenture" means the Second Supplemental Indenture to
this Indenture dated as of December 10, 2003, between the Company and the
Trustee (or any other indenture supplemental hereto that would relate to any
replacement or refinanced credit facility referred to in clause (i) of the
definition of Revolving Facility).

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

     "Securities Act" means the United States Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations of the Commission promulgated thereunder.


                                       17

<PAGE>

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Preferential Payment" means (a) any payment (including any deposit
of cash collateral) of principal, interest or premium obtained by a Holder in
respect of the Securities or Other Senior Secured Debt Securities held by it
through the exercise of any remedy (including the commencement and prosecution
of any litigation and the exercise of any right of setoff or right to demand
cash collateral) available to such Holder as a result of the occurrence and
continuance of any Event of Default or (b) any payment (including any deposit of
cash collateral or by the exercise of any right of setoff) of principal,
interest or premium obtained by a Holder, lender or creditor in respect of the
Securities or Other Senior Secured Debt Securities held by it after it shall
have received notice pursuant to Section 821(6) of or otherwise shall have
actual knowledge of the occurrence and during the continuance of one or more
Special Events of Default (unless such payment would cure all such Special
Events of Default); provided that no payment made to a Holder pursuant to
Section 807 or received by any Holder in any Bankruptcy Proceeding pursuant to a
plan of reorganization or other action approved in writing by Holders of a
majority in aggregate principal amount of the Outstanding Securities of each
series, each voting as a class, shall constitute a Senior Preferential Payment.

     "Senior Secured Debt" means (i) all obligations of the Company incurred
under the Revolving Facility (and including the Collateral Securities issued
pursuant to the Second Supplemental Indenture), (ii) the Securities issued
pursuant to the First Supplemental Indenture and (iii) any Permitted Additional
Senior Secured Debt, all of which Permitted Additional Senior Secured Debt shall
be issued in the form of Debt Securities or shall be secured by Collateral
Securities under this Indenture.

     "Senior Secured Debt Agreements" means (if in addition to this Indenture)
those agreements between the Company and the holders of Senior Secured Debt
governing the issuance of such Senior Secured Debt of the Company that will have
the benefit of this Indenture (which shall mean (i) with respect to the
Securities issued pursuant to the First Supplemental Indenture hereto, the Note
Agreement, and (ii) with respect to the Securities issued pursuant to the Second
Supplemental Indenture hereto, the document referred to in clause (i) of the
definition of Revolving Facility).

     "Special Event of Default" shall mean (a) the commencement of a Bankruptcy
Proceeding with respect to the Company, (b) the acceleration of any series of
Securities or Other Senior Secured Debt Securities or (c) any default in the
payment of any amount of principal, interest or premium due under any Financing
Agreement or Senior Secured Debt Agreement; provided, in the case of any event
described in clause (c) hereof, that such event (i) shall have continued for any
grace period specified in the applicable Financing Agreement or Senior Secured
Debt Agreement and (ii) shall have been described in a notice substantially in
the form of Exhibit C hereto delivered by one or more Holders to the Trustee.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "Special Trust Account" shall mean an interest bearing restricted trust
account maintained by the Trustee for the purpose of receiving and holding
Senior Preferential Payments.

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

     "Successor Corporation" has the meaning specified in Section 1101.


                                       18

<PAGE>

     "Synthetic Leases" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product,
where such transaction is considered debt for borrowed money for tax purposes
but is classified as an operating lease in accordance with GAAP.

     "Taken" means any circumstance or event in consequence of which the
Transmission System or any substantial portion thereof shall be condemned,
nationalized, seized, compulsorily acquired or otherwise expropriated by any
Governmental Authority under power of eminent domain or otherwise. The terms
"Taken" or "Taking" shall have a correlative meaning.

     "Total Loss" means (a) a total or constructive total loss of a substantial
portion of the Transmission System as a result of an Event of Loss or (b) a
substantial portion of the Transmission System is Taken.

     "Tranche" means a group of Securities which (a) are of the same series and
(b) have identical terms except as to principal amount, date of issuance and/or
first Interest Payment Date.

     "Transmission Documents" means (i) the Network Integration Transmission
Service Agreement, (ii) the Easement Agreement, (iii) the Agreement of
Transmission Facilities Owners to Organize the Midwest Independent Transmission
System Operator, Inc., a Delaware Non-Stock Organization, on file and accepted
by the FERC, as it may be amended from time to time, including specific
amendments or agreements between the Company and MISO and the Company and the
transmission owners and members of MISO, (iv) the April 29, 2002 Amendment and
Restatement of the Distribution-Transmission Interconnection Agreement, dated as
of April 1, 2001, between the Company and Consumers, (v) the April 29, 2002
Amendment and Restatement of the Generation Interconnection Agreement, dated as
of April 1, 2001, between the Company and Consumers, (vi) the April 29, 2002
Amendment and Restatement of the Purchase and Sale Agreement for Ancillary
Services, dated as of April 1, 2001, between the Company and Consumers, (vii)
the April 29, 2002 Amendment and Restatement of the Operating Agreement, dated
as of April 1, 2001, between the Company and Consumers, (viii) the April 29,
2002 Amendment and Restatement of the Network Operating Agreement, dated as of
April 1, 2001 between the Company and Consumers, (ix) the Amended and Restated
Service Contract, dated as of April 29, 2002, between the Company and Consumers,
(x) the Non-Competition Agreement, dated as of May 1, 2002, between Consumers,
the Company, and Holdco, and (xi) the Amended and Restated Management Services
Agreement, dated as of March 11, 2003, by and between the Company and
Trans-Elect, Inc.

     "Transmission System" means the transmission lines and towers; substations;
distribution substations; switching stations and substations; circuit breakers;
and all such other necessary facilities used for providing transmission service;
in each case, owned by the Company.

     "Trigger Event" means (i) in case of the occurrence of an Event of Default
specified in Section 801(a) or (b), an Act of Holders of a majority in principal
amount of Outstanding Securities of any series declaring that a "Trigger Event"
has occurred, or (ii) in case of the occurrence of any Event of Default, an Act
of Holders of a majority in principal amount of Outstanding Securities of all
series declaring that a "Trigger Event" has occurred. A Trigger Event shall be
deemed to have occurred automatically (to the extent permitted by any applicable
law) and without any Act of Holders in the case of the occurrence of an Event of
Default specified in Section 801(c) or (d). A Trigger Event shall cease to exist
if and when the Event(s) of Default upon which such Trigger Event is based is
(or are) cured or waived in accordance with the provisions of this Indenture.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is


                                       19

<PAGE>

amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

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

     "Uniform Commercial Code" means, unless otherwise noted, the Uniform
Commercial Code as from time to time in effect in the State of New York.

     "United States" means the United States of America.

     "Unused Excess Proceeds" has the meaning specified in Section 501(a).

SECTION 102. Compliance Certificates and Opinions.

     Subject to Section 107, upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee such certificates and opinions as may be
required under the Trust Indenture Act with respect to indentures qualified
thereunder. Each such certificate or opinion shall be given in the form of an
Officer's Certificate, if to be given by an Authorized Officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

          (1) a statement that each Person signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

          (2) 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;

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

          (4) a statement as to whether, in the opinion of each such Person,
such condition or covenant has been complied with.

SECTION 103. Content and Form of Documents Delivered to Trustee.

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


                                       20

<PAGE>

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations,
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual
matters, upon the certificate or opinion of, or representations by, an officer
or officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his or her
opinion is based are erroneous. Any Opinion of Counsel delivered hereunder may
contain standard and customary exceptions and qualifications.

     Wherever in the Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Company shall
deliver any document as a condition of the granting of such application, or as
evidence of the Company's compliance with any term hereof, it is intended that
the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Company to have such application granted or to the
sufficiency of such certificate or report.

SECTION 104. Acts of Holders; Record Dates.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; or, alternatively, may be embodied in and evidenced
by the record of Holders voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 901)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 104. The record of any meeting of Holders shall be
proved in the manner provided in Section 1306.

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

     The ownership of Securities shall be proved by the Security Register.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act of a Holder shall bind every future Holder of the same
Security and the Holder of every Security issued upon


                                       21

<PAGE>

the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, election,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities of such series, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any notice of a Default or an Event of Default, (ii) any
declaration of acceleration referred to in Section 802, (iii) any request to
institute proceedings referred to in Section 811 or (iv) any direction referred
to in Section 816, in each case with respect to Securities of such series. If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section 104, the party
hereto which sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section
104, the party hereto which set such record date shall be deemed to have
initially designated


                                       22

<PAGE>

the one hundred eightieth (180th) day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the one hundred eightieth (180th) day after the applicable
record date.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

     Except as otherwise provided herein, any request, demand, authorization,
direction, notice, consent, election, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with

          (1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Institutional Trust
Services, or

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

SECTION 106. Notice to Holders; Waiver.

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

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

SECTION 107. Conflict with Trust Indenture Act.

     Except with respect to Section 314 (other than Sections 314(c) and (e)) or
Section 311 of the Trust Indenture Act (in either case, which the Company or the
Trustee, as the case may be, need not comply with) and except as provided in the
last sentence of Section 908, if any provision of this Indenture limits,
qualifies or conflicts with a provision of the Trust Indenture Act which would
be required under the Trust Indenture Act to be a part of and govern this
Indenture if this Indenture were


                                       23

<PAGE>

qualified thereunder, the provision of the Trust Indenture Act shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, the provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York (including, without limitation,
Section 5-1401 of the New York General Obligations Law or any successor to such
statute), except to the extent that the Trust Indenture Act shall be applicable
and except that the law of any jurisdiction wherein any portion of the Mortgaged
Property that is Real Property is located shall govern the creation of a
mortgage lien on and security interest in, or perfection, priority or
enforcement of the Lien of this Indenture or exercise of remedies with respect
to, such portion of the Mortgaged Property.

SECTION 113. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security that contains provisions different from
this Section 113)) payment of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and no additional interest shall accrue as the result of such delayed
payment.


                                       24
<PAGE>

SECTION 114. Investment of Cash Held by Trustee.

     Any cash held by the Trustee or any Paying Agent under any provision of
this Indenture shall, except as otherwise provided in Article Seven, at the
request of the Company as evidenced by a Company Order, be invested or
reinvested in specified Cash Equivalents selected by the Company (unless an
Event of Default has occurred and is continuing, in which case such Cash
Equivalents shall be selected by the Trustee), and any interest on such Cash
Equivalents shall be held in trust for the benefit of the Holders as part of the
Mortgaged Property. Any such Cash Equivalents may be liquidated, presented for
redemption or otherwise disposed of at the request of the Company as evidenced
by a Company Order (unless an Event of Default has occurred and is continuing,
in which case such Cash Equivalents may be liquidated, presented for redemption
or otherwise disposed of at the direction of the Trustee). The Trustee shall not
be liable for any loss incurred in connection with any investment, reinvestment,
liquidation, presentment for redemption or disposition of any Cash Equivalent
made in accordance with this Section 114.

SECTION 115. Execution of Other Documents; Conflicts; Agreement of Holders.

     All rights, powers and remedies available to the Trustee and all Holders of
Securities (whether Debt Securities or Collateral Securities), with respect to
the Mortgaged Property, shall be subject to this Indenture, and no Holder of any
Securities may take any actions with respect to the Mortgaged Property which
violate the provisions of this Indenture. In the event of any conflict or
inconsistency between the terms and provisions of this Indenture and the terms
and provisions of any Senior Secured Debt Agreement relating to the Mortgaged
Property, the terms and provisions of this Indenture shall govern and control.
As a condition to the issuance of any Securities to a Holder, such Holder
(including the beneficial owner of such Securities) shall, in its respective
Senior Secured Debt Agreement, and the Company shall cause each such Holder to,
acknowledge this Section 115 and Sections 816, 821, 822 and 823 and agree to
abide by those provisions and comply with them. The Company shall further cause
each such Holder of Securities, in its respective Senior Secured Debt Agreement,
to agree to directly abide by all applicable provisions of this Indenture.

                                  ARTICLE TWO.

                                 SECURITY FORMS

SECTION 201. Forms Generally.

     The definitive Securities of each series shall be in substantially the form
or forms established in the indenture supplemental hereto establishing such
series, or in a Company Resolution establishing such series, or in an Officer's
Certificate pursuant to such a supplemental indenture or Company Resolution, in
any case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system on
which the Securities of such series may be listed or traded or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Company Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 401 for the
authentication and delivery of such Securities.


                                       25

<PAGE>

     The Securities of each series shall be issuable in registered form without
coupons. The definitive Securities of each series shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods, or if
required by any securities exchange or automated quotation system on which the
Securities of such series may be listed or traded, on steel engraved borders or
may be produced in any other manner permitted by the rules of any securities
exchange or automated quotation system on which the Securities of such series
may be listed or traded, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication shall be in substantially the
following form:

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

                                        JPMorgan Chase Bank,
                                        as Trustee


Date of Authentication:                 By:
                        ------------        ------------------------------------
                                            Authorized Officer

                                 ARTICLE THREE.

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

     Subject to the terms of any particular series of Securities as contemplated
by this Section 301, the aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series each of which may be
issued in Tranches. Subject to the penultimate paragraph of this Section, prior
to the authentication and delivery of Securities of any series there shall be
established by specification in a supplemental indenture or in a Company
Resolution, or in an Officer's Certificate pursuant to a supplemental indenture
or a Company Resolution:

          (1) the title of the Securities of such series (which shall
distinguish the Securities of such series from Securities of all other series)
and whether such Securities are Debt Securities or Collateral Securities and, if
such Securities are Collateral Securities, an executed copy of the Senior
Secured Debt Agreement relating to such Collateral Security shall be attached
thereto;

          (2) any limit upon the aggregate principal amount of the Securities of
such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of such series pursuant
to Section 304, 305, 306, 507 or 1206 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);


                                       26

<PAGE>

          (3) the Persons (without specific identification) to whom interest on
Securities of such series, or any Tranche thereof, shall be payable on any
Interest Payment Date, if other than the Persons in whose names such Securities
(or one or more Predecessor Securities) are registered at the close of business
on the Regular Record Date for such interest;

          (4) the date or dates on which the principal of the Securities of such
series, or any Tranche thereof, is payable or any formulary or other method or
other means by which such date or dates shall be determined, by reference to an
index or other fact or event ascertainable outside of this Indenture or
otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);

          (5) the rate or rates at which the Securities of such series, or any
Tranche thereof, shall bear interest, if any (including the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which such
rate or rates shall be determined, by reference to an index or indices or other
facts or events ascertainable outside of this Indenture or otherwise; the date
or dates from which such interest shall accrue or any formula or other method or
means (including by reference to facts or events ascertainable outside this
Indenture) by which such date or dates shall be determined; the Interest Payment
Dates on which such interest shall be payable and the Regular Record Date, if
any, for the interest payable on such Securities on any Interest Payment Date;
and the basis of computation of interest, if other than as provided in Section
310;

          (6) the place or places at which and/or the methods (if other than as
provided elsewhere in this Indenture) by which (i) the principal of and premium,
if any, and interest, if any, on Securities of such series, or any Tranche
thereof, shall be payable, (ii) registration of transfer of Securities of such
series, or any Tranche thereof, may be effected, (iii) exchanges of Securities
of such series, or any Tranche thereof, may be effected and (iv) notices and
demands to or upon the Company in respect of the Securities of such series, or
any Tranche thereof, and this Indenture may be served; the Security Registrar
(if other than the Trustee) and any Paying Agent or Agents (if other than the
Trustee) for such series or Tranche; and, if such is the case, that the
principal of such Securities shall be payable without the presentment or
surrender thereof; provided that such method of payment shall be
administratively acceptable to the Trustee;

          (7) the period or periods within which or the date or dates on which,
the price or prices at which and the terms and conditions upon which the
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company;

          (8) the obligation or obligations, if any, of the Company to redeem or
purchase the Securities of such series, or any Tranche thereof, pursuant to any
sinking fund or other mandatory redemption provisions or any other analogous
provisions or at the option of a Holder thereof and the period or periods within
which or the date or dates on which, the price or prices at which and the terms
and conditions upon which such Securities shall be redeemed or purchased, in
whole or in part, pursuant to such obligation, and applicable exceptions to the
requirements of Section 504 in the case of mandatory redemption or redemption at
the option of the Holder;

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

          (10) that all Securities shall be denominated and payable in Dollars;


                                       27

<PAGE>

          (11) if the principal of or premium, if any, or interest, if any, on
the Securities of such series, or any Tranche thereof, are to be payable, or are
to be payable at the election of the Company or a Holder thereof, in securities
or other property, the type and amount of such securities or other property, or
the formulary or other method or other means by which such amount shall be
determined, and the period or periods within which, and the terms and conditions
upon which, any such election may be made; it being understood that all
calculations under this Indenture shall be made on the basis of the fair market
value of such securities or the fair value of such other property, in either
case determined as of the most recent practicable date, except that, in the case
of any amount of principal or interest that may be so payable at the election of
the Company or a Holder, if such election shall not yet have been made, such
calculations shall be made on the basis of the amount of principal or interest,
as the case may be, that would be payable if no such election were made;

          (12) if the amount payable in respect of principal of or premium, if
any, or interest, if any, on the Securities of such series, or any Tranche
thereof, may be determined with reference to an index or indices or other facts
or events ascertainable outside of this Indenture, the manner in which such
amounts shall be determined (to the extent not established pursuant to clause
(5) of this paragraph);

          (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series, or any Tranche thereof, which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 802;

          (14) the terms, if any, pursuant to which the Securities of such
series, or any Tranche thereof, may be converted into or exchanged for Capital
Stock or other securities of the Company or any other Person;

          (15) if the Securities of such series, or any Tranche thereof, are to
be issued in global form, (i) any limitations on the rights of the Holder or
Holders of such Securities to transfer or exchange the same or to obtain the
registration of transfer thereof, (ii) any limitations on the rights of the
Holder or Holders thereof to obtain certificates therefor in definitive form in
lieu of temporary form and (iii) any and all other matters incidental to such
Securities;

          (16) if the Securities of such series, or any Tranche thereof, are to
be issuable as bearer securities, any and all matters incidental thereto which
are not specifically addressed in a supplemental indenture as contemplated by
clause (4) of Section 1201;

          (17) to the extent not established pursuant to clause (15) of this
paragraph, any limitations on the rights of the Holders of the Securities of
such series, or any Tranche thereof, to transfer or exchange such Securities or
to obtain the registration of transfer thereof; and if a service charge will be
made for the registration of transfer or exchange of Securities of such series,
or any Tranche thereof, the amount or terms thereof;

          (18) any exceptions to Section 113, or variation in the definition of
Business Day, with respect to the Securities of such series, or any Tranche
thereof;

          (19) the terms of any sinking, improvement, maintenance, replacement
or analogous fund for any series;

          (20) any provisions permitted by this Indenture relating to covenants
of the Company with respect to the Securities of such series in addition to
those set forth in this Indenture;


                                       28

<PAGE>

          (21) the Events of Default, in addition to those set forth in Section
801, with respect to the Securities of such series and whether each Holder of
Securities of such series shall have the right to declare the principal amount
of such Securities held by it to be due and payable immediately pursuant to
Section 802; and

          (22) any other terms of the Securities of such series, or any Tranche
thereof.

     With respect to Securities of a series subject to a Periodic Offering, the
indenture supplemental hereto or the Company Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Company Resolution, as the case may be, may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by clause (2) of Section 401.

     Anything herein to the contrary notwithstanding, the Trustee shall be under
no obligation to authenticate and deliver Securities of any series the terms of
which, established as contemplated by this Section 301, would affect the rights,
duties, obligations, liabilities or immunities of the Trustee under this
Indenture or otherwise.

     Notwithstanding Section 301(2) and unless otherwise expressly provided with
respect to a series of Securities, the aggregate principal amount of a series of
Securities may be increased and additional Securities of such series may be
issued up to the maximum aggregate principal amount authorized with respect to
such series as increased without the consent of the Holders of such series of
Securities.

SECTION 302. Denominations.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, or any Tranche thereof, the Securities of each series
shall be issuable in denominations of One Thousand Dollars ($1,000) and any
integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by an Authorized
Officer. The signature of any such officer on the Securities may be manual or
facsimile.

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

     Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities, or any Tranche thereof, each Security shall be dated
the date of its authentication.

     Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities, or any Tranche thereof, no Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the
manual signature of one of its authorized officers, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if (a) any Security shall have been authenticated and delivered
hereunder to the Company, or


                                       29

<PAGE>

any Person acting on its behalf, but shall never have been issued and sold by
the Company, (b) the Company shall deliver such Security to the Security
Registrar for cancellation or shall cancel such Security and deliver evidence of
such cancellation to the Trustee, in each case as provided in Section 309, and
(c) the Company, at its election, shall deliver to the Trustee a written
statement (which need not comply with Section 102 and need not be accompanied by
an Officer's Certificate or an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, then, for all purposes of this
Indenture, such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits hereof.

SECTION 304. Temporary Securities.

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

     Except as otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, or any Tranche thereof, after the preparation
of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable, without charge to the Holder
thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained
pursuant to Section 602 in a Place of Payment for such Securities. Upon such
surrender of temporary Securities, the Company shall, except as aforesaid,
execute and the Trustee shall authenticate and deliver in exchange therefor
definitive Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount.

SECTION 305. Registration, Registration of Transfer and Exchange.

     The Company shall cause to be kept, with respect to the Securities of each
series, or any Tranche thereof, at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series or Tranche and the registration of transfer
thereof. The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided. If any
indenture supplemental hereto refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any
series of Securities, the Company may at any time rescind the designation of any
such transfer agent or approve a change in the location through which such
transfer agent acts, provided that the Company maintains a transfer agent in
each Place of Payment for such series. The Company may at any time designate
additional transfer agents with respect to the Securities of any series, or any
Tranche thereof.

     Upon surrender for registration of transfer of any Security of such series
or Tranche at the office or agency of the Company in a Place of Payment for such
series or Tranche, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount.


                                       30

<PAGE>

     Except as otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, or any Tranche thereof, any Security of such
series or Tranche may be exchanged at the option of the Holder, for one or more
new Securities of the same series and Tranche, of authorized denominations and
of like tenor and aggregate principal amount, upon surrender of the Securities
to be exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

     Unless otherwise specified as contemplated by Section 301 with respect to
Securities of any series, or any Tranche thereof, no service charge shall be
made for any registration of transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 507 or
1206 not involving any transfer.

     Neither the Trustee nor the Company shall be required, pursuant to the
provisions of this Section 305, (A) to issue, register the transfer of or
exchange any Securities of any series (or of any Tranche thereof) during a
period beginning at the opening of business fifteen (15) days before the day of
the mailing of a notice of redemption of any such Securities of such series or
Tranche selected for redemption under Section 503 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,
in the case of any Security to be redeemed in part, any portion not to be
redeemed.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save
each of them and any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and Tranche, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding and shall cancel and
dispose of such mutilated Security in accordance with Section 309.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security is held by a Person purporting to be
the owner of such Security, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding. If,
after the delivery of such new Security, a Protected Purchaser of the original
Security in lieu of which such new Security was issued presents for payment or
registration such original Security, the Trustee shall be entitled to recover


                                       31

<PAGE>

such new Security from the party to whom it was delivered or any party taking
therefrom, except a Protected Purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Company and the Trustee in connection therewith
and shall cancel and dispose of such new Security in accordance with Section
309.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable within thirty (30) days, the Company in
its discretion may, instead of issuing a new Security, pay such Security.

     The Trustee shall not be obligated to authenticate any Security under this
Section 306 unless the Company shall have paid sums sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the reasonable fees and expenses of the Trustee, its
agents and counsel) connected therewith.

     Every new Security of any series issued pursuant to this Section 306 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     Any indemnity that may be required by the Company or the Trustee pursuant
to this Section 306 shall be an unsecured indemnity if such indemnity is
requested from a Holder that is an insurance company or a financial institution.

     The provisions of this Section 306 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

     Except as otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, or any Tranche thereof, interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest in respect of Securities of such series,
or any Tranche thereof, except that, unless otherwise provided in the Securities
of such series, or any Tranche thereof, as contemplated by Section 301 interest
payable on the Maturity of the principal of a Security shall be paid to the
Person to whom principal is paid. The initial payment of interest on any
Security of any series which is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
as contemplated by Section 301 with respect to the related series of Securities.
Except in the case of a Security in global form, interest on any series of
Securities may be paid (i) by check mailed to the address of the Person entitled
thereto as it shall appear on the Security Register of such series or (ii) by
wire transfer in immediately available funds at such place and to such account
as designated in writing to the Paying Agent (at least 15 days prior to the
related Interest Payment Date) by the Person entitled thereto as specified in
the Security Register of such series (such designation to control with respect
to all interest payments to such Person, unless otherwise directed by such
Person).

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, with respect to any Collateral Security, interest
thereon shall be deemed to be automatically paid solely to the extent that any
payment of interest is made on the corresponding Other Senior Secured Debt
Security with respect to which such Collateral Security was issued pursuant to
the terms of the


                                       32

<PAGE>

Senior Secured Debt Agreement governing such Other Senior Secured Debt Security.
The Trustee shall be entitled to conclusively assume that such payment of
interest on the corresponding Other Senior Secured Debt Security has been made
unless notified to the contrary by such Person or Persons as shall be designated
for such purpose in or with respect to such Collateral Security.

     The initial Paying Agent will be the Trustee. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent; however, the Company at all times will be required to maintain a Paying
Agent in each Place of Payment for each series of Securities.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any interest on any Security of any series which is
payable, but is not timely paid or duly provided for, on any Interest Payment
Date for Securities of such series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a date (herein called a "Special Record
Date") for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as provided in this clause (1).
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than fifteen (15) days and not less
than ten (10) days prior to the date of the proposed payment and not less than
ten (10) days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner
set forth in Section 106, not less than ten (10) days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

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

     Subject to the foregoing provisions of this Section 307, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


                                       33
<PAGE>

SECTION 308. Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Section 307) interest, if any, on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 309. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 309, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be treated in
accordance with the Trustee's document retention policies.

SECTION 310. Computation of Interest; Usury Not Intended.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, or any Tranche thereof, interest on the Securities of each
series, or any Tranche thereof, shall be computed on the basis of a three
hundred sixty (360) day year of twelve (12) thirty (30) day months and interest
on the Securities of each series, or any Tranche thereof, for any partial period
shall be computed on the basis of a three hundred sixty (360) day year of twelve
(12) thirty (30) day months and the actual number of days elapsed in any partial
month.

     The amount of interest (or amounts deemed to be interest under applicable
law) payable or paid on any Security shall be limited to an amount which shall
not exceed the maximum nonusurious rate of interest allowed by the applicable
laws of the State of New York or any applicable law of the United States or any
state thereof permitting a higher maximum nonusurious rate that preempts such
applicable New York laws, which could lawfully be contracted for, taken,
reserved, charged or received (the "Maximum Interest Rate"). If, as a result of
any circumstances whatsoever, the Company or any other Person is deemed to have
paid interest (or amounts deemed to be interest under applicable law) or any
Holder is deemed to have contracted for, taken, reserved, charged or received
interest (or amounts deemed to be interest under applicable law), in excess of
the Maximum Interest Rate, then, ipso facto, the obligation to be fulfilled
shall be reduced to the limit of validity, and if from any such circumstance,
the Trustee, acting on behalf of the Holders, or any Holder shall ever receive
interest or anything that might be deemed interest under applicable law that
would exceed the Maximum Interest Rate, such amount that would be excessive
interest shall be applied to the reduction of the principal amount owing on the
applicable Security or Securities and not to the payment of interest, or if such
excessive interest exceeds the unpaid principal balance of any such Security or
Securities, such excess shall be refunded to the Company. In addition, for
purposes of determining whether payments in respect of any Security are
usurious, all sums paid or agreed to be paid with respect to such Security for
the use, forbearance or detention of money shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such Security. In administering the provisions of this paragraph, the
Trustee shall be entitled to rely on an Officer's Certificate and an Opinion of
Counsel.


                                       34

<PAGE>

SECTION 311. CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP", "private placement"
or other similar numbers (if then generally in use), and, if so, the Trustee or
Security Registrar may use "CUSIP", "private placement" or such other numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, in which case none of the Company or, as the
case may be, the Trustee or the Security Registrar, or any agent of any of them,
shall have any liability in respect of any CUSIP, "private placement" or such
other number used on any such notice, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any change in any such "CUSIP,"
"private placement" or such other numbers.

                                  ARTICLE FOUR.

                             ISSUANCE OF SECURITIES

SECTION 401. General.

     Subject to Section 402 and, except as may be otherwise specified as
contemplated by Section 301 for Securities of any series, or any Tranche
thereof, the Trustee shall authenticate and deliver Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

          (1) the instrument or instruments establishing the form or forms and
terms of such series, as provided in Sections 201 and 301;

          (2) a Company Order requesting the authentication and delivery of such
Securities and, to the extent that the terms of such Securities shall not have
been established in an indenture supplemental hereto or in a Company Resolution,
or in an Officer's Certificate pursuant to a supplemental indenture or Company
Resolution, all as contemplated by Section 301, either (i) establishing such
terms or (ii) in the case of Securities of a series subject to a Periodic
Offering, specifying procedures, acceptable to the Trustee, by which such terms
are to be established (which procedures may provide for authentication and
delivery pursuant to oral or electronic instructions from the Company or any
agent or agents thereof, which oral or electronic instructions are to be
promptly confirmed in writing), in either case in accordance with the instrument
or instruments delivered pursuant to clause (1) above;

          (3) the Securities of such series, executed on behalf of the Company
by an Authorized Officer;

          (4) an Opinion of Counsel to the effect that:

               (a) the form or forms of such Securities have been duly
authorized by the Company and have been established in conformity with the
provisions of this Indenture;

               (b) the terms of such Securities have been duly authorized by the
Company and have been established in conformity with the provisions of this
Indenture; and


                                       35

<PAGE>

               (c) when such Securities shall have been authenticated and
delivered by the Trustee and issued and delivered by the Company in the manner
specified in such Opinion of Counsel, such Securities will constitute valid and
legally binding obligations of the Company, enforceable against the Company
(subject to customary exceptions) and entitled to the benefit of the Lien of
this Indenture equally and ratably with all other Securities then Outstanding;

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication and
delivery of such Securities (provided that such Opinion of Counsel addresses the
authentication and delivery of all such Securities) and that, in lieu of the
opinions described in clauses (b) and (c) above, counsel may opine that:

          (X)  when the terms of such Securities shall have been established
               pursuant to a Company Order or Orders or pursuant to such
               procedures as may be specified from time to time by a Company
               Order or Orders, all as contemplated by and in accordance with
               the instrument or instruments delivered pursuant to clause (1)
               above, such terms will have been duly authorized by the Company
               and will have been established in conformity with the provisions
               of this Indenture; and

          (Y)  when such Securities shall have been authenticated and delivered
               by the Trustee in accordance with this Indenture and the Company
               Order or Orders or the specified procedures referred to in
               paragraph (X) above and issued and delivered by the Company in
               the manner and subject to any conditions specified in such
               Opinion of Counsel, such Securities will constitute valid and
               legally binding obligations of the Company, enforceable against
               the Company (subject to customary exceptions) and entitled to the
               benefit of the Lien of this Indenture equally and ratably with
               all other Securities then Outstanding; and

          (5) an Officer's Certificate to the effect that, no Default or Event
of Default has occurred and is continuing, including a computation of any
financial covenants and any other covenants requiring computation contained in
the Indenture showing compliance therewith as of the requisite time periods
required by such covenants; provided, however, that with respect to Securities
of a series subject to a Periodic Offering, either (i) such an Officer's
Certificate shall be delivered at the time of the authentication and delivery of
each Security of such series or (ii) the Officer's Certificate delivered at or
prior to the time of the first authentication and delivery of the Securities of
such series shall state that the statements therein shall be deemed to be made
at the time of each, or each subsequent, authentication and delivery of
Securities of such series.

     With respect to Securities of a series subject to a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the forms and terms thereof, the validity thereof and the
compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel and the
certificates and other documents delivered pursuant to this Article Four at or
prior to the time of the first authentication and delivery of Securities of such
series until any of such opinions, certificates or other documents have been
superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
applicable law or any applicable rule, regulation or order of any Governmental
Authority having jurisdiction over the Company.


                                       36

<PAGE>

SECTION 402. Limitation on Issuances.

     Notwithstanding anything herein to the contrary, as long as any Securities
issued pursuant to the First Supplemental Indenture are Outstanding, the Company
may not issue any Securities pursuant to Section 401 hereof unless the Company
is, at the time of and immediately after such issuance, in compliance with the
covenant set forth in Section 3.02(e) of the First Supplemental Indenture.

                                  ARTICLE FIVE.

                            REDEMPTION OF SECURITIES

SECTION 501. Applicability of Article.

     (a) Except as may be otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, in the event that any one or
more Events of Loss shall occur during any consecutive twelve (12) month period
with respect to which the Company receives an aggregate amount of Loss Proceeds
in excess of $5,000,000, and the Company does not use the entire amount of such
Loss Proceeds to rebuild or restore the Transmission System or otherwise render
the Transmission System fit for normal use (or which the Company does not
allocate to a firm, good faith contractual commitment in the ordinary course of
business (not subject to any conditions in the Company's control) so to rebuild
or restore) (any portion of such aggregate amount of Loss Proceeds not so used
or allocated, the "Unused Excess Proceeds"), the Company shall (i) redeem, on
the Redemption Date to be determined by the Company (which date shall be a date
within (9) months of the date on which the last of such Loss Proceeds are
received by or on behalf of the Company), Outstanding Securities of each series
entitled to such redemption in an amount equal to the Pro Rata Portion of such
series of the Unused Excess Proceeds (which Pro Rata Portion shall be calculated
by the Company as of the date on which the Company notifies the Trustee of such
Redemption Date in accordance with Section 502), in whole or in part, as the
case may be, (on a pro rata basis, based on the principal amount of each
Outstanding Security of such series, with such adjustments as shall be necessary
so that only Securities in authorized denominations shall be redeemed) at a
Redemption Price equal to the unpaid principal thereof and (ii) pay all interest
accrued and unpaid to the Redemption Date on the Securities so redeemed;
provided that if any portion of such Loss Proceeds allocated to any such firm
commitment or a replacement commitment so to rebuild or restore the Transmission
System (which firm commitment or replacement commitment shall have been entered
into prior to the end of the original nine (9) month period referenced above) is
not reinvested pursuant to such commitment within six (6) months of the end of
the original nine (9) month period, such uninvested portion of such Loss
Proceeds so allocated shall be used to redeem each series of Outstanding
Securities in the manner set forth above on a date not later than the last day
of such six-month period.

     (b) In addition to the provisions of Section 501(a), Securities of any
series, or any Tranche thereof, which are otherwise redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of such
series or Tranche) in accordance with this Article.

SECTION 502. Election to Redeem; Notice to Trustee.

     Any election of the Company to redeem any Securities shall be evidenced by
a Company Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption of any Securities pursuant to
Section 501(a) or pursuant to Section 501(b), the Company shall, if such
redemption is made (i) pursuant to Section 501(a), not less than forty (40) days
nor more than sixty (60) days prior to the Redemption Date fixed by the Company
or (ii) pursuant to


                                       37

<PAGE>

Section 501(b), not less than forty-five (45) nor more than sixty (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, of
the principal amount of Securities of such series, or any Tranche thereof, to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, or that is
otherwise subject to such condition, the Company shall furnish the Trustee with
an Officer's Certificate and an Opinion of Counsel evidencing compliance with
such restriction or condition.

SECTION 503. Selection by Trustee of Securities to Be Redeemed.

     Other than any redemption of Securities pursuant to Section 501(a), if less
than all the Securities of any series, or any Tranche thereof, are to be
redeemed (unless all the Securities of such series or Tranche and of a specified
tenor are to be redeemed or unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than sixty (60) days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series, or any Tranche thereof, 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 a portion
of the principal amount of any Security of such series, or any Tranche thereof,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series, or any Tranche thereof, and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than sixty (60) days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such
series, or any Tranche thereof, and specified tenor not previously called for
redemption in accordance with the preceding sentence.

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.
If the Company shall so direct, Securities registered in the name of the Company
or any Affiliate thereof shall not be included in the Securities selected for
redemption.

SECTION 504. Notice of Redemption.

     Except as may be otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, notice of redemption shall be
given in the manner provided in Section 106 not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register; provided,
however, if such redemption is made pursuant to Section 501(a), such notice of
redemption shall be given in the


                                       38

<PAGE>

manner provided in Section 106 not less than twenty-five (25) nor more than (60)
days prior to the Redemption Date.

     With respect to Securities of each series, or any Tranche thereof, to be
redeemed, each notice of redemption shall identify the Securities to be redeemed
(including CUSIP, "private placement" or similar numbers) and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price, or if not then ascertainable, the manner of
calculation thereof;

          (3) if less than all the Outstanding Securities of any series, or any
Tranche thereof, consisting of more than a single Security are to be redeemed,
the identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series, or any Tranche
thereof, consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;

          (4) that on the Redemption Date, the Redemption Price, together with
accrued interest, if any, to the Redemption Date, 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 accrued interest, if any, unless it
shall have been specified as contemplated by Section 301 with respect to such
Securities that such surrender shall not be required;

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

          (7) such other matters as the Company shall deem desirable or
appropriate.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and, subject to the
preceding paragraph, shall be irrevocable. 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 505. Deposit of Redemption Price.

     On or before the Redemption Date specified in the notice of redemption
given as provided in Section 504 (but in any event at or prior to 10:00 a.m. New
York City time on the applicable Redemption Date), the Company shall deposit
with the Trustee or with a Paying Agent an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date with respect to which interest shall be payable to the Holders as
of the immediately preceding Regular Record Date) accrued interest on, all the
Securities which are to be redeemed on that date.


                                       39

<PAGE>

SECTION 506. Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid the Securities or
portions thereof 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, if any, such Securities or portions thereof, if interest
bearing, shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with such notice, such Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that no such
surrender shall be a condition to such payment if so specified as contemplated
by Section 301 with respect to such Security; and provided, further, that,
except as otherwise specified as contemplated by Section 301 with respect to
such Security, any installment of interest on any Security the Stated Maturity
of which installment is on or prior to the Redemption Date shall be payable to
the Holder of such Security, or one or more Predecessor Securities, registered
as such at the close of business on the related Regular Record Date according to
the terms of such Security and subject to the provisions of Section 307. If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium if any, and any unpaid interest shall, until
paid, bear interest (to the extent permitted by applicable law) from the
Redemption Date at the rate or rates prescribed therefor in the Security.

SECTION 507. Securities Redeemed in Part.

     Except as otherwise specified as contemplated by Section 301 with respect
to Securities of any series, or any Tranche thereof, any Securities of any
series which are to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, 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 SIX.

                                    COVENANTS

     The Company covenants and agrees for the benefit of the Holders and the
Trustee that, for so long as any Securities are Outstanding, it shall observe
the following covenants:

SECTION 601. Payment of Securities.

     The Company covenants and agrees that it will duly and punctually pay the
principal of and any premium and interest on the Securities in accordance with
the terms of such Securities and this Indenture. For the avoidance of doubt and
except as otherwise specified as contemplated by Section 301 with respect to any
series of Collateral Securities, or any Tranche thereof, with respect to any
Collateral Securities issued pursuant to this Indenture, (i) a principal payment
on Other Senior Secured Debt Securities with respect to which the Collateral
Securities were issued as security therefor shall be automatically deemed to be
a corresponding principal payment with respect to the related Collateral
Securities (and shall automatically be deemed to decrease the principal amount
of such Collateral Securities by the amount of such payment), and (ii) any
borrowing or reborrowing by, or other extension of credit in favor of, the
Company under such Other Senior Secured Debt Securities shall, whether or not
such borrowing, reborrowing or other extension of credit would result in a
Default or Event of Default,


                                       40

<PAGE>

automatically be deemed to increase the principal amount of the related
Collateral Securities by the amount of such borrowing or reborrowing, or other
extension of credit.

SECTION 602. Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for the Securities of
each series, or any Tranche thereof, an office or agency where Securities of
that series or Tranche may be presented or surrendered for payment, where
Securities of that series or Tranche may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series or Tranche 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 and prompt
notice to the Holders of any such change in the manner specified in Section 106.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series, or any Tranche thereof,
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 each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee, and prompt notice to the Holders in the manner specified in Section
106, of any such designation or rescission and of any change in the location of
any such other office or agency.

SECTION 603. Money for Securities Payments to Be Held in Trust.

     Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, on any of such Securities
(subject to Section 505), provide to such Paying Agent or Agents a sum
sufficient (without duplication) to pay the principal of or any premium or
interest on such Securities, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for the Securities of any series,
or any Tranche thereof, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 603, that such Paying Agent will:

          (1) comply with the provisions of the Trust Indenture Act that would
be applicable to it as a Paying Agent if this Indenture were qualified
thereunder;

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

          (3) during the continuance of any default by the Company (or any other
obligor upon such Securities), upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of such Securities.


                                       41

<PAGE>

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

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

SECTION 604. Maintenance of Existence, etc.

     Except as permitted pursuant to Article Eleven, the Company shall at all
times (i) preserve and maintain in full force and effect its existence as a
limited liability company under the laws of the State of Michigan and its
qualification to do business in each other jurisdiction in which the conduct of
its business requires such qualification, and (ii) obtain, preserve and maintain
all of its rights, privileges and franchises necessary for the ownership and
operation of the Transmission System in accordance with all applicable Laws and
Governmental Approvals and the Transmission Documents to which it is a party,
except where the termination of or failure to obtain or maintain such rights,
privileges and franchises could not reasonably be expected to have a Material
Adverse Effect.

SECTION 605. Books and Records.

     The Company shall keep, independently from those of its Affiliates, proper
books of records and accounts in which full, true and correct entries shall be
made of all of its transactions, assets and businesses, and costs and expenses,
in each case in accordance with GAAP and all applicable Laws. The Company shall
maintain in all material respects all operating and maintenance logs and records
with respect to the Transmission System which are required to be maintained by
all applicable Laws and Governmental Approvals or recommended to be maintained
in accordance with Good Utility Practice.

SECTION 606. Payment of Taxes and Other Claims.

     The Company shall file all tax returns required to be filed in any
jurisdiction and pay or discharge, or cause to be paid or discharged, no later
than the date that the same shall become due all taxes, assessments and
governmental charges or levies, as well as all material claims of any kind
(including, without limitation, claims for labor, materials and supplies),
levied or imposed upon (A) the Company or (B) the Property of the Company;
provided that the Company shall not be required to pay or discharge, or cause to
be paid or discharged, any such tax or other claim, (x) the applicability or
validity of which is being contested in good faith through appropriate means and
for which adequate cash reserves in accordance with GAAP have been established
or (y) the non-filing or non-payment of which, as the case may be, could not
reasonably be expected to have a Material Adverse Effect.


                                       42
<PAGE>

SECTION 607. Certain Additional Covenants with Respect to the Mortgaged
Property.

     (a) Delivery of Instruments and Chattel Paper. If any amount payable under
or in connection with any of the Mortgaged Property shall be or become evidenced
by any Instrument or Chattel Paper, such Instrument or Chattel Paper, upon the
occurrence of a Trigger Event and for so long as such Trigger Event continues to
exist, shall be immediately delivered to the Trustee, duly indorsed in a manner
satisfactory to the Trustee, to be held as Mortgaged Property pursuant to this
Indenture. After the occurrence of a Trigger Event and for so long as such
Trigger Event continues to exist, all proceeds of such Instruments or Chattel
Paper constituting the Mortgaged Property shall be payable to the Trustee.

     (b) Maintenance of Security Interests; Further Documentation.

          (1) The Company shall preserve the security interests granted pursuant
to the Granting Clauses of this Indenture and shall undertake all such actions
which are necessary or appropriate to perfect and maintain the perfection of
each Holder's security interests in the Mortgaged Property in full force and
effect at all times, to the extent such security interests can be perfected by
filing (including the priorities, rights and title and the rights of the Holders
to the Mortgaged Property), including, without limitation, the making or
delivery of all filing and recordations (which shall include the prompt filing
and recording (subject to Section 3.01(g) of the First Supplemental Indenture),
and re-filing and re-recording, of this Indenture and instruments supplemental
hereto), the payments of fees and other charges and the issuance of supplemental
documentation. In addition, to the extent that possession of any Mortgaged
Property is required for perfection or priority of any security interest, the
Company shall not give, or suffer to exist, possession of any such Mortgaged
Property to any Person, other than the Trustee in accordance with this
Indenture.

          (2) At any time and from time to time, or upon the written request of
the Trustee (provided that the Trustee shall have no obligation to make any such
request), and at the sole expense of the Company, the Company will promptly and
duly execute and deliver, and have recorded, such further instruments and
documents, as are required by applicable Law, or as the Trustee may reasonably
request (provided that the Trustee shall have no obligation to make any such
request), for the purpose of obtaining or preserving the full benefits of this
Indenture and of the rights and powers herein granted, including, without
limitation, filing any financing or continuation statements under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with
respect to the security interests created hereby.

          (3) Pursuant to any applicable law, the Company authorizes the Trustee
to file or record financing statements and other filing or recording documents
or instruments with respect to the Mortgaged Property without the signature of
the Company in such form and in such offices as the Trustee determines
appropriate to perfect the security interests of the Trustee under this
Indenture. The Company authorizes the Trustee to use the collateral description
"all Company's personal property now owned or hereafter acquired" in any such
financing statements. The Company hereby ratifies and authorizes the filing by
the Trustee of any financing statement with respect to the Mortgaged Property
made prior to the date hereof. No authorization contained in this clause shall
create a corresponding obligation of the Trustee to take the actions so
authorized and nothing in this clause shall expand the obligations of the
Trustee as limited by Section 904.

     (c) Changes in Locations, Name, etc. The Company will not, except upon
fifteen (15) days prior written notice to the Trustee and (i) delivery to the
Trustee or filing of all additional executed financing statements and other
documents required by applicable Law or reasonably requested by the Trustee to
maintain the validity, perfection and priority of the security interests
provided for herein and


                                       43

<PAGE>

(ii) if applicable, delivery to the Trustee of a written supplement showing any
additional location at which Inventory or Equipment shall be kept:

          (1) change its jurisdiction of organization or the location of its
chief executive office or sole place of business or principal residence from
that referred to the first preamble of this Indenture; or

          (2) change its name.

     (d) Notices. The Company will advise the Trustee promptly, in reasonable
detail, of the occurrence of any event which could reasonably be expected to
have a material adverse effect on the aggregate value of the Mortgaged Property
or the security interests created under this Indenture, the Trustee's sole
responsibility with respect to such advice being to send copies of the same to
each Holder.

     (e) Investment Property. If the Company possesses, is entitled to or shall
become entitled to receive, or shall receive any certificate (including, without
limitation, any certificate representing a dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer (including Certificated Securities),
the Company, with respect to any such items then in the possession of the
Company, shall deliver the same forthwith to the Trustee and, with respect to
such items that the Company receives after the date hereof, shall accept the
same as the agent of the Trustee and the Holders of all Outstanding Securities,
hold the same in trust for the Trustee and the Holders of all Outstanding
Securities and deliver the same forthwith to the Trustee, in every case, in the
exact form received, duly indorsed by the Company to the Trustee, if required,
together with an undated stock power covering such certificate duly executed in
blank by the Company and with, if the Trustee so requests, signature guaranteed,
to be held by the Trustee, subject to the terms hereof, as additional collateral
security for the Outstanding Securities. Upon the occurrence of a Trigger Event
and for so long as such Trigger Event continues to exist, any sums paid upon or
in respect of the Investment Property upon the liquidation or dissolution of any
Issuer shall be paid over to the Trustee to be held by it hereunder as
additional collateral security for the Outstanding Securities, and, upon the
occurrence of a Trigger Event and for so long as such Trigger Event continues to
exist, in case any distribution of capital shall be made on or in respect of the
Investment Property or any property shall be distributed upon or with respect to
the Investment Property pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Trustee, be delivered to the Trustee to be held by it
hereunder as additional collateral security for the Outstanding Securities. If
any sums of money or property so paid or distributed in respect of the
Investment Property shall be received by the Company after the occurrence of a
Trigger Event and for so long as such Trigger Event continues to exist, the
Company shall, until such money or property is paid or delivered to the Trustee,
hold such money or property in trust for the Trustee and the Holders of all
Outstanding Securities, segregated from other funds of the Company, as
additional collateral security for the Outstanding Securities. Prior to the
occurrence of a Trigger Event, all dividends or other distributions paid on such
Investment Property shall be payable to the Company, and any voting rights with
respect to such Investment Property may be exercised by the Company and not the
Trustee, and, after the occurrence of a Trigger Event and for so long as such
Trigger Event continues to exist, all such dividends or other distributions
shall be payable to the Trustee, and any voting rights with respect to such
Investment Property may be exercised by the Trustee and not the Company.


                                       44
<PAGE>

     (f) Receivables.

          (1) Other than in the ordinary course of business consistent with
prudent business practices, the Company will not (i) grant any extension of the
time of payment of any Receivable, (ii) compromise or settle Receivables for
less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Receivable, (iv) allow any credit or
discount whatsoever on any Receivable or (v) amend, supplement or modify any
Receivable in any manner that could materially and adversely affect the value of
the Receivables constituting Mortgaged Property taken as a whole.

          (2) If the Company shall enter into any contract or other transaction
with an Applicable Governmental Authority (as defined below) which will result
in an Applicable Governmental Authority becoming an obligor on any Receivable
(which Receivable, along with all such other Receivables, exceeds $100,000
individually or in the aggregate), the Company shall (i) promptly thereafter,
notify the Trustee thereof, (ii) provide to the Trustee all such documents and
instruments, and take all such actions, as shall be reasonably requested by the
Trustee, or, in any event, as may be required by applicable Law, to enable the
Trustee to comply with the requirements of the Federal Assignment of Claims Act
or any other applicable requirement of Law to perfect its security interest in
such Receivables and obtain the benefits of such statute or Law with respect
thereto and (iii) otherwise comply with its obligations under Section 607(b)(2)
with respect thereto. As used in this paragraph the term "Applicable
Governmental Authority" shall mean any Governmental Authority the laws, rules
and regulations applicable to which provide that, for a creditor of a Person to
which such Governmental Authority has an obligation to pay money, whether
pursuant to a Receivable, a General Intangible or otherwise, to perfect such
creditor's Lien on such obligation and/or to obtain the full benefits of such
Lien and such requirements of Law, certain notice, filing, recording or other
similar actions other than the filing of a financing statement under the Uniform
Commercial Code of all applicable jurisdictions must be given, executed, filed,
recorded, delivered or completed, including, without limitation, any Federal
Governmental Authority to which the Federal Assignment of Claims Act is
applicable.

     (g) Intellectual Property.

          (1) The Company will notify the Trustee immediately if it knows, or
has reason to know, that any application or registration relating to any
material Intellectual Property may become forfeited, abandoned or dedicated to
the public, or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office or any court or tribunal in any country) regarding the
Company's ownership of, or the validity of, any material Intellectual Property
or the Company's right to register the same or to own and maintain the same, the
Trustee's sole responsibility with respect to such notice being to send copies
of the same to each Holder.

          (2) Whenever the Company, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, the Company shall report such
filing to the Trustee within five Business Days after the last day of the fiscal
quarter in which such filing occurs, the Trustee's sole responsibility with
respect to such report being to send copies of the same to each Holder. Upon
written request of the Trustee, and, in any event, if required by applicable
Law, the Company shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Trustee may reasonably
request or, in any event, if required by applicable Law, to evidence the
Trustee's and the Holders' security interest in any Copyright, Patent or
Trademark and the goodwill and general intangibles of the Company relating
thereto or represented thereby.


                                       45

<PAGE>

          (3) The Company will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

          (4) In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, the Company shall (i) take such
actions as the Company shall reasonably deem appropriate under the circumstances
to protect such Intellectual Property and (ii) if such Intellectual Property is
of material economic value, promptly notify the Trustee after it learns thereof
and sue for infringement, misappropriation or dilution, to seek injunctive
relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, the Trustee's sole responsibility
with respect to such notice being to send copies of the same to each Holder.

SECTION 608. Covenants in Supplemental Indenture, etc.

     The Company shall duly perform and comply with any other covenant with
respect to a particular series of Securities that may be set forth in a
supplemental indenture to this Indenture, or other instrument, that establishes
the terms of such series of Securities as contemplated by Section 301.

SECTION 609. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in any covenant or restriction specified with
respect to the Securities of any one or more series, or any one or more Tranches
thereof, as contemplated by Section 301 if before the time for such compliance
(i) the Holders of a majority in aggregate principal amount of the Outstanding
Securities of each such series or Tranche with respect to which compliance with
such covenant or restriction is to be omitted, considered as separate classes,
or (ii) if such term, provision or condition with respect to which compliance
with such covenant or restriction is to be waived relates to all series or
Tranches of Outstanding Securities, the Holders of a majority in aggregate
principal amount of all Outstanding Securities of all series or Tranches,
considered as one class, shall, in either case (i) or (ii) above, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition; but, in either case, no such
waiver shall extend to or affect such term, provision 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
term, provision or condition shall remain in full force and effect; provided,
however, that no such waiver shall be effective as to any of the matters
contemplated in clause (1), (2), (3) or (4) in Section 1202 without the consent
of the Holders specified in such Section.

SECTION 610. Release of Mortgaged Property.

     Unless a Default or an Event of Default has occurred and is continuing and
only to the extent permitted by Sections 3.02(b)(i), (iii) and (iv) of the First
Supplemental Indenture or any applicable provisions of any other supplemental
indenture so long as any of them is in effect, the Trustee shall release any
Mortgaged Property which is permitted to be sold or disposed of by the Company
pursuant to said Sections 3.02(b)(i), (iii) and (iv) of the First Supplemental
Indenture or any applicable provisions of any other supplemental indenture and
shall execute and deliver such releases as the Company shall reasonably
determine are necessary to terminate of record the Trustee's security interest
in such Mortgaged Property, the forms of such releases to be prepared by the
Company and to provide that any such release shall be made without recourse to
or warranty of the Trustee and to be otherwise in form


                                       46

<PAGE>

reasonably satisfactory to the Trustee. In determining whether any such release
is permitted, the Trustee may rely upon instructions from the Holders of a
majority in principal amount of the Outstanding Securities or, alternatively,
may rely on an Officer's Certificate and an Opinion of Counsel complying with
Section 102, which Officer's Certificate shall additionally state that no
Default or Event of Default has occurred and is continuing. All expenses of any
releases of Mortgaged Property pursuant to this Section 610 shall be borne by
the Company. As of such time that the First Supplemental Indenture or any
applicable provisions of any other supplemental indenture are no longer in
effect, provisions with respect to release of Mortgaged Property will be such,
if any, as are then in effect under any Securities then Outstanding.

SECTION 611. Additional Collateral, etc.

          (1) With respect to any Property acquired after the date hereof by the
Company (other than any Property described in clause (2) below) as to which the
Trustee, for the equal and ratable benefit of the Holders of Securities, does
not have a perfected Lien, the Company shall promptly (i) execute and deliver to
the Trustee an indenture supplemental hereto pursuant to Section 1201(3) or such
other documents as shall be necessary or advisable to grant to the Trustee, for
the equal and ratable benefit of the Holders of Securities, a security interest
in such Property and (ii) take all actions necessary or advisable to grant to
the Trustee, for the equal and ratable benefit of the Holders of Securities, a
perfected first priority security interest in such Property, to the extent such
perfection can be accomplished by filing, including the filing of financing
statements in such jurisdictions as may be required by this Indenture or by Law
or as may be requested by the Trustee.

          (2) With respect to any easement interest in real property acquired by
the Company after the execution and delivery of this Indenture (provided that
the Company shall not be required at any time to comply with the provisions of
this paragraph unless and until the aggregate value of all such easement
interests with respect to which the provisions of this paragraph shall not then
have been complied with aggregate at least $500,000) and with respect to any fee
interest in any real property having a value (together with improvements
thereof) of at least $500,000 acquired after the initial execution and delivery
of this Indenture (other than any such easement interest or real property
subject to a Lien expressly permitted by clause (6) of the definition of
"Permitted Liens"), the Company shall (i) promptly execute, deliver and arrange
for the recording of an indenture supplemental hereto pursuant to Section
1201(3) covering such easement interest or real property and (ii) provide the
Trustee with an Opinion of Counsel complying with Section 102, and the Trustee
may rely upon such Opinion of Counsel in determining whether the Company is in
compliance with this Section 611(2).

SECTION 612. Annual Officer's Certificate as to Compliance.

     Within one hundred five (105) days after the end of each fiscal year of the
Company ending after the date hereof, the Company shall deliver to the Trustee
an Officer's Certificate executed by the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company stating that such
officer has reviewed the relevant terms of this Indenture (and any indenture
supplemental hereto) and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Company from the
beginning of the relevant annual period covered by the certificate then being
furnished to the date of the certificate and that such review shall not have
disclosed the existence during such period of any condition or event that
constitutes a Default or Event of Default or, if any such condition or event
existed or exists (including, without limitation, any such event or condition
resulting from the failure of the Company to comply with any Environmental Law),
specifying the nature and period of existence thereof and what action the
Company shall have taken or proposes to take with respect thereto.


                                       47

<PAGE>

                                 ARTICLE SEVEN.

                           SATISFACTION AND DISCHARGE

SECTION 701. Satisfaction and Discharge of Debt Securities.

     Upon the Company's exercise of its option (if any) to have this Section 701
applied to any Debt Securities or any series of Debt Securities, as the case may
be (which will be deemed to have been exercised with respect to a series of Debt
Securities unless otherwise set forth in an indenture supplemental hereto or
other instrument establishing a series of Debt Securities as contemplated by
Section 301), any Debt Security or Debt Securities, or any portion of the
principal amount thereof, of any series shall be deemed to have been paid for
all purposes of this Indenture, and the entire indebtedness of the Company in
respect thereof shall be satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

          (1) moneys in an amount which shall be sufficient; or

          (2) in the case of a deposit made prior to the Maturity of such Debt
Securities or portions thereof, Government Obligations, which shall not contain
provisions permitting the redemption or other prepayment thereof at the option
of the issuer thereof, the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide moneys which, together
with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient; or

          (3) a combination of (1) or (2) above which shall be sufficient, in
the case of clauses (1), (2) and (3), to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on such Debt
Securities or portions thereof; provided, however, that in the case of the
provision for payment or redemption of less than all the Debt Securities of any
series or Tranche, such Debt Securities or portions thereof shall have been
selected by the Trustee as provided herein and, in the case of a redemption, the
notice requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee; and provided,
further, that the Company shall have delivered to the Trustee and such Paying
Agent:

               (a) if such deposit shall have been made prior to the Maturity of
such Debt Securities, a Company Order stating that the money and Government
Obligations deposited in accordance with this Section shall be held in trust, as
provided in Section 704;

               (b) if Government Obligations shall have been deposited, an
Opinion of Counsel to the effect that such obligations constitute Government
Obligations and do not contain provisions permitting the redemption or other
prepayment thereof at the option of the issuer thereof, and an opinion of an
Independent Accountant of nationally recognized standing, selected by the
Company, to the effect that the other requirements set forth in clause (2) or
(3) above have been satisfied;

               (c) either:

                    (i) an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (a) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (b) since
the date of this Indenture, there has been


                                       48

<PAGE>

a change in the applicable federal income tax law, in either case (a) or (b) to
the effect that, and based thereon, the Holders of such Debt Securities shall
not recognize income, gain or loss for federal income tax purposes as a result
of the deposit, defeasance and discharge to be effected with respect to such
Debt Securities and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would be the case if such deposit,
defeasance and discharge had not occurred; or

                    (ii) (A) an instrument wherein the Company, notwithstanding
the satisfaction and discharge of its indebtedness in respect of the Debt
Securities, shall assume the obligation (which shall be absolute and
unconditional) to irrevocably deposit with the Trustee such additional sums of
money, if any, or additional Government Obligations, if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money
and/or Government Obligations theretofore so deposited, to pay when due the
principal of and premium, if any, and interest due and to become due on such
Debt Securities or portions thereof; provided, however, that such instrument may
state that the Company's obligation to make additional deposits as aforesaid
shall arise only upon the delivery to the Company by the Trustee of a notice
asserting the deficiency and showing the calculation thereof and shall continue
only until the Company shall have delivered to the Trustee a further opinion of
an Independent Accountant of nationally recognized standing to the effect that
no such deficiency exists and showing the calculation of the sufficiency of the
deposits then held by the Trustee; and (B) an opinion of nationally recognized
tax counsel in the United States acceptable to the Trustee to the effect that
the Holders of the outstanding Debt Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred;

               (d) an Officer's Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the
defeasance, satisfaction and discharge of such Debt Securities have been
complied with; and

               (e) an Officer's Certificate to the effect that neither such Debt
Securities nor any other Debt Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such deposit;

and provided, further, that the following additional conditions shall have been
satisfied:

               (A) no event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to such Debt Securities or any
other Debt Securities shall have occurred and be continuing at the time of such
deposit or, with regard to any such event specified in Sections 801(c) and (d),
at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
90th day); and

               (B) such deposit, defeasance, satisfaction or discharge shall not
cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Debt Securities are in default within the meaning of
such Act and assuming this Indenture is then qualified under such Act);

               (C) such deposit, defeasance, satisfaction or discharge shall not
result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound;


                                       49

<PAGE>

               (D) such deposit, defeasance, satisfaction or discharge shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940 unless such trust shall
be registered under such Act or exempt from registration thereunder; and

               (E) at the time of such deposit, (i) no default in the payment of
any principal of or premium or interest on any other Senior Secured Debt shall
have occurred and be continuing, (ii) no event of default with respect to such
Senior Secured Debt shall have resulted in such Senior Secured Debt becoming,
and continuing to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such Senior Secured
Debt has been made or duly provided for), and (iii) no other event of default
with respect to such Senior Secured Debt shall have occurred and be continuing
permitting (after notice or lapse of time or both) the holders of such Senior
Secured Debt (or any agent or the trustee therefor) to declare such Senior
Secured Debt due and payable prior to the date on which it would otherwise have
become due and payable.

     Upon the deposit of money or Government Obligations, or both, in accordance
with this Section, together with the documents required by clauses (a), (b),
(c), (d) and (e) above and the satisfaction of the conditions set forth in
clauses (A), (B), (C), (D) and (E) above, the Trustee shall, upon Company
Request, acknowledge in writing that such Debt Securities or portions thereof
are deemed to have been paid for all purposes of this Indenture and that the
entire indebtedness of the Company in respect thereof has been satisfied and
discharged as contemplated in this Section 701.

     If payment at Stated Maturity of less than all of the Debt Securities of
any series, or any Tranche thereof, is to be provided for in the manner and with
the effect provided in this Section, the Trustee shall select such Debt
Securities, or portions of principal amount thereof, in the manner specified by
Section 503 for selection for redemption of less than all the Debt Securities of
a series or Tranche.

     In the event that Debt Securities which shall be deemed to have been paid
for purposes of this Indenture, and, if such is the case, in respect of which
the Company's indebtedness shall have been satisfied and discharged, all as
provided in this Section 701, do not mature and are not to be redeemed within
the sixty (60) day period commencing with the date of the deposit of moneys or
Government Obligations, as aforesaid, the Company shall, as promptly as
practicable, give a notice, in the same manner as a notice of redemption with
respect to such Debt Securities, to the Holders of such Debt Securities to the
effect that such deposit has been made and the effect thereof.

     Notwithstanding that any Debt Securities shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company and
the Trustee in respect of such Debt Securities under Sections 304, 305, 306,
504, 602, 603 and 907 and this Article shall survive.

     The Company shall pay, and shall indemnify the Trustee or any Paying Agent
with which Government Obligations shall have been deposited as provided in this
Section against, any tax, fee or other charge imposed on or assessed against
such Government Obligations or the principal or interest received in respect of
such Government Obligations, including, but not limited to, any such tax payable
by any entity deemed, for tax purposes, to have been created as a result of such
deposit.

     Anything herein to the contrary notwithstanding, (a) if, at any time after
a Debt Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied and discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Government Obligations, or combination thereof,


                                       50

<PAGE>

deposited with it as aforesaid to the Company or its representative under any
applicable federal or state bankruptcy, insolvency or other similar law, such
Debt Security shall thereupon be deemed retroactively not to have been paid and
any satisfaction and discharge of the Company's indebtedness in respect thereof
shall retroactively be deemed not to have been effected, and such Debt Security
shall be deemed to remain Outstanding and (b) any satisfaction and discharge of
the Company's indebtedness in respect of any Debt Security shall be subject to
the provisions of the last paragraph of Section 603.

SECTION 702. Covenant Defeasance.

     (i) Upon the Company's exercise of its option (if any) to have this Section
702 applied to any Debt Securities or any series of Debt Securities, as the case
may be (which will be deemed to have been exercised with respect to a series of
Debt Securities unless otherwise set forth in an indenture supplemental hereto
or other instrument establishing a series of Debt Securities as contemplated by
Section 301), the Company shall, subject to the satisfaction of the conditions
set forth in this Section 702, be deemed to be released from its obligations
with respect to such Debt Securities or any such series of Debt Securities, as
the case may be, under the covenants of the Company under Article Six (except
the covenants contained in Sections 602, 603, 610 and 611), Article Eleven or
any other covenants made in respect of such series of Debt Securities or
portions thereof as contemplated by Section 301 and as are set forth in the
indenture supplemental hereto or other instrument creating and establishing the
terms of such series of Debt Securities. With respect to any Debt Securities or
series of Debt Securities on and after the date the conditions set forth in
Section 702(ii) are satisfied (hereinafter, "Covenant Defeasance"), such series
of Debt Securities or portions thereof shall thereafter be deemed not
Outstanding for the purposes of any direction, waiver, consent or declaration or
Act of the Holders (and the consequences of any thereof) in connection with such
covenants, but shall be deemed Outstanding for all other purposes under this
Indenture. For this purpose, Covenant Defeasance means that, with respect to the
Outstanding Debt Securities of each series or portions thereof with respect to
which this Section 702 is made applicable, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant referred to in the first sentence of this Section
702, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any such covenant to any
other provision herein and such omission to comply shall not constitute a
Default or an Event of Default, but, except as specified above, the remainder of
this Indenture (including the Lien of this Indenture on the Mortgaged Property)
and such series of Debt Securities or portions thereof shall be unaffected
thereby, provided, however, that if a Covenant Defeasance releases a covenant or
covenants contained in an indenture supplemental hereto (as contemplated by
Section 301) or other instrument creating and establishing the terms of such
series of Debt Securities, which covenant or covenants are stated in such
supplemental indenture or other instrument to be solely for the benefit of such
series of Debt Securities, the release of such covenant or covenants shall only
affect the Outstanding Debt Securities of such series or any portions thereof
issued thereunder.

     Notwithstanding any Covenant Defeasance with respect to Article Eleven, any
Person that would otherwise have been required to assume the obligations of the
Company pursuant to said Article shall be required, as a condition to any
merger, consolidation, transfer, conveyance or lease contemplated thereby, to
assume the obligations of the Company to the Trustee under Section 907.

     (ii) The following shall be the conditions to the effectiveness of a
Covenant Defeasance as set forth in Section 702(i):

          (a) satisfaction of the provisions set forth in Sections 701(1),
701(2) or 701(3) and 701(3)(a) or 701(3)(b), as applicable; and


                                       51

<PAGE>

          (b) delivery by the Company to the Trustee of an Opinion of Counsel to
the effect that, the Holders of such Debt Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such deposit and
Covenant Defeasance (and its consequences) to be effected with respect to such
Debt Securities and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
deposit and Covenant Defeasance had not occurred; and

          (c) delivery by the Company to the Trustee of an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to Covenant Defeasance of such Debt Securities have been
complied with.

SECTION 703. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section 703), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the satisfaction and discharge of
this Indenture, when:

          (1) either,

               (a) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities for the
payment of which money has theretofore been deposited in trust and thereafter
repaid to the Company, as provided in Section 603) have been delivered to the
Trustee for cancellation; or

               (b) all such Securities not theretofore delivered to the Trustee
for cancellation:

                    (i) have become due and payable; or

                    (ii) will become due and payable at their Stated Maturity
within one year of the date of deposit; or

                    (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company;

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
in trust for such purpose money in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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


                                       52

<PAGE>

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 907, the obligations of
the Company to any Authenticating Agent under Section 914 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 703, the obligations of the Trustee under Section 704 and the last
paragraph of Section 603 shall survive.

     Upon satisfaction and discharge of this Indenture as provided in this
Section 703, the Trustee shall release, quit claim and otherwise turn over to
the Company without recourse or warranty the Mortgaged Property (other than
money and Government Obligations held by the Trustee pursuant to Section 704)
and shall execute and deliver to the Company such deeds and other instruments
as, in the judgment of the Company, shall be necessary, desirable or appropriate
to effect or evidence such release and quitclaim and the satisfaction and
discharge of this Indenture.

SECTION 704. Application of Trust Money.

     Neither the Government Obligations nor the money deposited pursuant to
Sections 701, 702 or 703, nor the principal or interest payments on any such
Government Obligations, shall be withdrawn or used for any purpose other than,
and shall be held by the Trustee in trust for the Persons entitled thereto and
applied by it in accordance with the provisions of the Securities and this
Indenture to, the payment of the principal of and premium, if any, and interest,
if any, on the Securities or portions of principal amount thereof in respect of
which such deposit was made, all subject, however, to the provisions of Section
603; provided, however, that any cash received from such principal or interest
payments on such Government Obligations, if not then needed for such purpose,
shall, to the extent practicable and upon Company Request and delivery to the
Trustee of the documents referred to in clause (3) in the first paragraph of
Section 701, be invested in Government Obligations of the type described in
clause (2) in the first paragraph of Section 701 maturing at such times and in
such amounts as shall be sufficient, together with any other moneys and the
proceeds of any other Government Obligations then held by the Trustee, to pay
when due the principal of and premium, if any, and interest, if any, due and to
become due on such Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid over to the
Company as received, free and clear of the Lien of this Indenture except as
provided by Section 907; and provided, further, that any moneys held in
accordance with this Section on the Maturity of all such Securities in excess of
the amount required to pay the principal of and premium, if any, and interest,
if any, then due on such Securities shall be paid over to the Company free and
clear of the Lien of this Indenture, except as provided by Section 907; and
provided, further, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held as part of the Mortgaged Property until such Event of Default shall have
been waived or cured.

                                 ARTICLE EIGHT.

                           EVENTS OF DEFAULT; REMEDIES

SECTION 801. Events of Default.

     "Event of Default" means, with respect to all Outstanding Securities, (i)
the occurrence of any events of default (howsoever defined) with respect to any
series of Securities, or any Tranche thereof, as contemplated by Section 301,
issued pursuant to this Indenture, as such events of default are specified in


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<PAGE>

the indenture supplemental hereto, or other instrument, that creates and sets
forth the terms of such series of Securities, or any Tranche thereof, as
contemplated by Section 301; and (ii) the occurrence and continuance of any of
the following events:

     (a) The Company shall fail to pay any principal of, or premium (howsoever
defined with respect to any series of Securities, as make-whole amount or
otherwise), if any, on, any Securities when the same becomes due and payable,
whether at Stated Maturity, redemption, acceleration or otherwise; or

     (b) The Company shall fail to pay any interest on any Securities when the
same becomes due and payable and such failure to pay continues for a period of
five (5) days; or

     (c) The Company (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an assignment
for the benefit of its creditors, (iv) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

     (d) A court or Governmental Authority of competent jurisdiction enters an
order appointing, without consent by the Company, a custodian, receiver, trustee
or other officer with similar powers with respect to it or with respect to any
substantial part of its Property, or constituting an order for relief or
approving a petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of the Company, or any such petition or similar proceedings shall be
filed against the Company, and any such petition or proceedings listed in this
clause (d) shall not be dismissed within sixty (60) days of their filing; or

     (e) The Company shall fail to perform or observe any of its covenants or
obligations set forth in Section 604; or

     (f) The Company shall fail to perform or observe any of its obligations or
covenants contained in this Indenture (other than a covenant the failure to
perform which or breach of which is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of any series of Securities) and such failure is not cured within thirty
(30) days after the earlier to occur of (i) a Responsible Officer of the Company
obtaining actual knowledge of such failure and (ii) the Company receiving notice
of such failure from the Trustee, or any Holder of any Outstanding Security in
accordance with this Indenture, which notice shall state that such notice is a
"Notice of Default" hereunder.

SECTION 802. Acceleration of Maturity; Rescission and Annulment.

     If (a) an Event of Default arising from the failure to pay principal of, or
interest on, or any premium (defined as Make-Whole Amount in the First
Supplemental Indenture) relating to, any series of Securities shall have
occurred and be continuing, then in every such case the Trustee or (i) the
Holders of not less than twenty-five percent (25%) in principal amount of the
Securities then Outstanding of such series experiencing such Event of Default or
(ii) with respect to the Securities issued pursuant to the First Supplemental
Indenture (or with respect to Debt Securities issued pursuant to any other
indenture supplemental hereto, or other instrument, establishing and creating
the terms of such Securities as


                                       54
<PAGE>

contemplated by Section 301 if so provided therein), each Holder thereof may, or
(b) any Event of Default (other than those set forth in clause (a) above) shall
have occurred and be continuing, then in every such case the Trustee or a
majority in principal amount of the Securities then Outstanding of each series
experiencing such Event of Default may, in the case of each of clauses (a) or
(b), declare the principal amount (or, if any of the Securities are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof as contemplated by Section
301) of all Securities then Outstanding of each such series (or, with respect to
such Holder of the Securities issued pursuant to the First Supplemental
Indenture (or with respect to Debt Securities issued pursuant to any other
indenture supplemental hereto, or other instrument, establishing and creating
the terms of such Securities as contemplated by Section 301 if so provided
therein), the principal amount of such Securities held by it) to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon receipt by the Company or the Trustee of such
notice of such declaration, such principal amount (or specified amount),
together with premium, if any, and accrued interest, if any, thereon, shall
become immediately due and payable (subject to Section 821); provided, that in
the case of an Event of Default described in Section 801(c) or (d), the entire
principal amounts of all of the Outstanding Securities of each series, all
interest accrued and unpaid thereon, and all premium, if any, and other amounts
payable under such Securities and this Indenture, if any, shall automatically
become due and payable without presentment, demand, protest or notice of any
kind, all of which are hereby waived. Upon the occurrence of an Event of
Default, the Trustee shall also have, without limitation, the right to
accelerate the Securities in the manner set forth in Section 804(3)(ii).

     At any time after such a declaration of acceleration has been made, but
before any sale of any of the Mortgaged Property has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter provided in this Article Eight, the Holders of a majority in
principal amount of the Securities Outstanding of each series experiencing such
Event of Default may, by written notice to the Company and the Trustee, rescind
and annul such declaration and its consequences with respect to such series
(which rescission shall not affect any subsequent Default or Event of Default or
impair any right consequent thereon) if:

          (1) the Company has paid or deposited with the Trustee or, in the case
of Collateral Securities, the Person under the applicable Senior Secured Debt
Agreement entitled to such sum, a sum sufficient to pay:

               (a) all overdue installments of interest on Securities of each
series experiencing such Event of Default;

               (b) the principal of and premium, if any, on any Securities then
Outstanding which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor
in such Securities;

               (c) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate, or rates prescribed therefor in this
Indenture or in the indenture supplemental hereto, or other instrument, creating
and establishing the terms of a series of Securities as contemplated by Section
301 or in the Securities of each series experiencing such Event of Default, and

               (d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel under Section 907;

     and


                                       55

<PAGE>

          (2) all Events of Default with respect to Securities of each series
experiencing such Event of Default, other than the nonpayment of the principal
of Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 817.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 803. Entry upon Mortgaged Property.

     (a) If an Event of Default shall have occurred and be continuing, the
Company, upon demand of the Trustee, whether acting on its own or upon the
direction of the Holders of a majority in principal amount of all of the
Securities then Outstanding of all series, and if and to the extent permitted by
law, shall forthwith surrender to the Trustee the actual possession of, and the
Trustee, by such officers or agents as it may appoint, may enter upon and take
possession of, the Mortgaged Property; and the Trustee may hold, operate and
manage the Mortgaged Property and make all needful repairs and such renewals,
replacements, betterments and improvements as the Trustee shall deem prudent;
and the Trustee may receive the rents, issues, profits, revenues and other
income of the Mortgaged Property; and, after deducting the costs and expenses of
entering, taking possession, holding, operating and managing the Mortgaged
Property (including the compensation and expenses of a receiver), as well as
payments for insurance and taxes and other proper charges upon the Mortgaged
Property prior to the Lien of this Indenture and reasonable compensation to
itself, its agents and counsel, the Trustee may apply the same as provided in
Section 807. Whenever all that is then due in respect of the principal of and
premium, if any, and interest, if any, on the Securities and under any of the
terms of this Indenture shall have been paid and all defaults hereunder shall
have been cured or shall have been waived as provided in Section 817, the
Trustee shall surrender possession of the Mortgaged Property to the Company.

     (b) For the purposes of the first clause of Section 803(a), the Holders of
a majority in principal amount of Securities then Outstanding of a particular
series affected by an Event of Default may seek the requisite direction of the
Holders of a majority in principal amount of all of the Securities then
Outstanding of all series, and, solely for that purpose (i.e., to determine the
identities of the other Holders), the Holders of such particular series of
Outstanding Securities seeking such direction shall have access to the Security
Register.

SECTION 804. Power of Sale; Suits for Enforcement.

     If an Event of Default shall have occurred and be continuing, the Trustee,
on behalf of the Holders of Securities, may exercise, in addition to all other
rights and remedies granted to the Trustee in this Indenture and in any other
instrument or agreement securing, evidencing or relating to the obligations of
the Company under the Securities, all rights and remedies of a secured party
under the Uniform Commercial Code or any other applicable law. Without limiting
the generality of the foregoing, the Trustee, by such officers or agents as it
shall appoint, with or without entry upon the Mortgaged Property, in its
discretion may, or upon the direction of the Holders of a majority in principal
amount of all of the Securities then Outstanding of all series shall, subject to
the provisions of Section 816 and if and to the extent permitted by applicable
law:

          (1) without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law
referred to below) to or upon the Company or any other Person (all and each of
which demands, defenses, advertisements and notices are hereby waived),
forthwith collect, receive, appropriate and realize upon the Mortgaged Property,
or any part thereof, and/or forthwith sell, lease, assign, give option or
options to purchase, or otherwise dispose of and deliver the Mortgaged Property
or any part thereof (or contract to do any of the


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<PAGE>

foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Trustee or any Holder of Securities or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Trustee or any Holder shall have the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the
Mortgaged Property so sold, free of any right or equity of redemption in the
Company, which right or equity is hereby waived and released. The Company
further agrees, at the Trustee's request, to assemble the Mortgaged Property and
make it available to the Trustee at places which the Trustee shall reasonably
select, whether at the Company's premises or elsewhere. To the extent permitted
by applicable law, the Company waives all claims, damages and demands it may
acquire against the Trustee or any Holder of Securities arising out of the
exercise by them of any rights hereunder. If any notice of a proposed sale or
other disposition of Mortgaged Property shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition; or

          (2) proceed to protect and enforce its rights and the rights of the
Holders under this Indenture by sale pursuant to judicial proceedings or by a
suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Indenture or
in aid of the execution of any power granted in this Indenture or for the
foreclosure of this Indenture or for the enforcement of any other legal,
equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee or the
Holders; or

          (3) in addition to any other rights and remedies the Trustee may have
hereunder, or as provided by Law, and without limitation, immediately take such
action, without notice or demand, as it deems advisable to protect and enforce
its rights against the Company and in and to the Real Property, including, but
not limited to, the following actions, each of which may be pursued concurrently
or otherwise, at such time and in such manner as the Trustee may determine,
without impairing or otherwise affecting any other rights and remedies
available:

               (i) the Trustee may, to the extent permitted by applicable Law,
          (A) institute and maintain an action of mortgage foreclosure against
          all or any part of the Real Property or (B) sell all or part of the
          Real Property (the Company expressly granting to the Trustee the power
          of sale, as more fully described below). The Trustee may proceed in
          any such action to final judgment and execution thereon for all sums
          due hereunder, together with any Defaulted Interest thereon and all
          costs of suit, including, without limitation, reasonable attorneys'
          fees and disbursements. Interest at the then existing interest rate of
          each Outstanding Security, plus 2% (the "Default Rate"), shall be due
          on that portion of any judgment relating to such Outstanding Security
          obtained by the Trustee in connection with an action to foreclose on
          all or any part of the Real Property from the date of judgment until
          actual payment is made of the full amount of the judgment.

               (ii) the Trustee may immediately commence foreclosure proceedings
          against the Real Property pursuant to applicable Law. The commencement
          by the Trustee of foreclosure proceedings by advertisement or in
          equity shall be deemed an exercise by the Trustee of its option set
          forth in Section 802 to accelerate the due date of all sums secured
          hereby. The Company hereby grants power to the Trustee, in the event
          of the occurrence and during the continuance of an Event of Default,
          to grant, bargain, sell, release and convey the Real Property at
          public auction or venue, and upon such sale to execute and deliver to
          the purchaser(s) instruments of conveyance pursuant to the


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<PAGE>

          terms hereof and to applicable law. The Company acknowledges that the
          foregoing sentence confers a power of sale upon the Trustee, and that
          upon the occurrence and during the continuance of an Event of Default,
          in the discretion of the Trustee, or upon the direction of the Holders
          of a majority in principal amount of all of the Securities Outstanding
          of all series, this Indenture may be foreclosed by advertisement as
          described below and in the applicable Michigan statutes. THE COMPANY
          UNDERSTANDS THAT UPON DEFAULT, THE TRUSTEE IS HEREBY AUTHORIZED AND
          EMPOWERED TO SELL THE REAL PROPERTY, OR CAUSE THE SAME TO BE SOLD, AND
          TO CONVEY THE SAME TO THE PURCHASER IN ANY LAWFUL MANNER, INCLUDING
          BUT NOT LIMITED TO THAT PROVIDED BY CHAPTER 32 OF THE REVISED
          JUDICATURE ACT OF MICHIGAN, ENTITLED "FORECLOSURE OF MORTGAGE BY
          ADVERTISEMENT", WHICH PERMITS THE TRUSTEE TO SELL THE REAL PROPERTY
          WITHOUT AFFORDING THE COMPANY A HEARING, OR GIVING IT ACTUAL PERSONAL
          NOTICE. THE ONLY NOTICE REQUIRED UNDER SUCH CHAPTER 32 IS TO PUBLISH
          NOTICE IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE
          REAL PROPERTY.

          WAIVER: By conferring this power of sale upon the Trustee, the
               Company, for itself, its successors and assigns, after an
               opportunity for consultation with its legal counsel, hereby
               voluntarily, knowingly and intelligently waives all rights under
               the Constitution and Laws of the United States and under the
               Constitution and Laws of the State of Michigan, both to a hearing
               on the right to exercise and the exercise of the power of sale,
               and to notice except as required by the Michigan statute which
               provides for Foreclosure of Mortgage by Advertisement.

               (iii) in case of a foreclosure sale, the Real Property may be
          sold, at the Trustee's election, in one parcel or in more than one
          parcel and if in more than one parcel, the same may be divided as the
          Trustee may elect, and the Trustee is specifically empowered (without
          being required to do so, and in its sole and absolute discretion) to
          cause successive sales of portions of the Real Property to be held. At
          the election of the Trustee, the Real Property may be offered first in
          parcels and then as a whole, the offer producing the highest price for
          the entire property offered to prevail. The Company hereby waives any
          right to require any such sale to be made in parcels or any right to
          select such parcels.

               (iv) the Trustee may personally, or by its agents, attorneys and
          employees and without regard to the adequacy or inadequacy of the Real
          Property or any other collateral as security for the Outstanding
          Securities, enter into and upon the Real Property and each and every
          part thereof and exclude the Company and its agents and employees
          therefrom without liability for trespass, damage or otherwise (the
          Company hereby agreeing to surrender possession of the Real Property
          to the Trustee upon demand at any such time) and use, operate, manage,
          maintain and control the Real Property and every part thereof.
          Following such entry and taking of possession, the Trustee shall be
          entitled, without limitation, (x) to lease all or any part or parts of
          the Real Property for such periods of time and upon such conditions as
          the Trustee may, in its discretion, deem proper, (y) to enforce,
          cancel or modify any Lease and (z) generally to execute, do and
          perform any other act, deed, matter or thing concerning the Real
          Property as the Trustee shall deem appropriate, as fully as the
          Company might do. In connection with the Trustee's right to possession
          of the Real Property as specified in this paragraph, the Company
          acknowledges that it has been advised that there is a significant body
          of case law in Michigan which purportedly provides that in the absence
          of a showing of waste of a character sufficient to endanger the value
          of the Real Property, or


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<PAGE>

          other special factors, a mortgagor is entitled to remain in possession
          of mortgaged property, and to enjoy the income, rents and profits
          therefrom, during the pendency of foreclosure proceedings and until
          the expiration of the redemption period, even if the loan documents
          expressly provide to the contrary. The Company further acknowledges
          that it has been advised that the Trustee and the Holders of the
          Securities recognize that the value of the security covered hereby is
          inextricably intertwined with the effectiveness of the management,
          maintenance and general operation of the Real Property, and that the
          Holders of the Securities secured hereby would not have purchased such
          Securities unless they could be assured that the Trustee, on their
          behalf, would have the right to take possession of the Real Property,
          to manage or to control management thereof, and to enjoy the income,
          rents and profits therefrom, immediately upon the occurrence and
          during the continuance of an Event of Default, notwithstanding that
          foreclosure proceedings may not have been instituted, or are pending,
          or the redemption period may not have expired. Accordingly, the
          Company hereby knowingly, intelligently and voluntarily waives all
          right to possession of the Real Property from and after the occurrence
          and during the continuance of an Event of Default, upon demand for
          possession by the Trustee (whether acting in its own discretion or
          upon the direction of the Holders of a majority in principal amount of
          all of the Securities Outstanding of all series), and the Company
          agrees not to assert any objection or defense to the Trustee's request
          or petition to a court for possession. The rights hereby conferred
          upon the Trustee have been agreed upon prior to the occurrence of any
          Event of Default, and the exercise by the Trustee of any such rights
          shall not be deemed to put the Trustee in the status of a "a mortgagee
          in possession". The Company acknowledges that this provision is
          material to this transaction and that the Holders of the Securities
          secured hereby would not have purchased such Securities but for this
          paragraph; or

          (4) upon the occurrence and during the continuance of an Event of
Default resulting from the existence of any Lien (other than a Permitted Lien)
upon the Real Property, the Trustee shall have the right (without being
obligated to do so or to continue to do so), without notice to the Company, to
advance on and for the account of the Company such sums as the Trustee in its
sole discretion deems necessary to cure such default or to induce the holder of
any such Lien to forbear from exercising its rights thereunder. Notwithstanding
anything herein to the contrary, the repayment of all such advances, with
interest thereon at the Default Rate from the date of each such advance, shall
be immediately due and payable without demand.

SECTION 805. Incidents of Sale.

     Upon any sale of any of the Mortgaged Property, whether made under the
power of sale hereby given or pursuant to judicial proceedings, to the extent
permitted by law:

          (1) the principal amount (or, if any of the Securities are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof as contemplated by Section
301) of all Outstanding Securities, if not previously due, shall at once become
and be immediately due and payable, together with premium, if any, and accrued
interest, if any, thereon;

          (2) any Holder or Holders or the Trustee may bid for and purchase the
property offered for sale, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property, without further accountability,
and may, in paying the purchase money therefor, deliver any Outstanding
Securities or claims for interest thereon in lieu of cash in the amount which


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<PAGE>

shall, upon distribution of the net proceeds of such sale, be payable thereon,
and such Securities, in case the amounts so payable thereon shall be less than
the amount due thereon, shall be returned to the Holders thereof after being
appropriately stamped to show partial payment;

          (3) the Trustee may make and deliver to the purchaser or purchasers a
good and sufficient deed, bill of sale and instrument of assignment and transfer
of the property sold;

          (4) the Trustee is hereby irrevocably appointed the true and lawful
attorney of the Company, in its name and stead, to make all necessary deeds,
bills of sale and instruments of assignment and transfer of the property so
sold; and for that purpose it may execute all necessary deeds, bills of sale and
instruments of assignment and transfer, and may substitute one or more persons,
firms or corporations with like power, the Company hereby ratifying and
confirming all that its said attorney or such substitute or substitutes shall
lawfully do by virtue hereof; but, if so requested by the Trustee or by any
purchaser, the Company shall ratify and confirm any such sale or transfer by
executing and delivering to the Trustee or to such purchaser or purchasers all
proper deeds, bills of sale, instruments of assignment and transfer and releases
as may be designated in any such request;

          (5) all right, title, interest, claim and demand whatsoever, either at
law or in equity or otherwise, of the Company of, in and to the property so sold
shall be divested and such sale shall be a perpetual bar both at law and in
equity against the Company, its successors and assigns, and against any and all
persons claiming or who may claim the property sold or any part thereof from,
through or under the Company; and

          (6) the receipt of the Trustee or of the officer making such sale
shall be a sufficient discharge to the purchaser or purchasers at such sale for
his or their purchase money and such purchaser or purchasers and his or their
assigns or personal representatives shall not, after paying such purchase money
and receiving such receipt, be obliged to see to the application of such
purchase money, or be in anywise answerable for any loss, misapplication or
non-application thereof.

SECTION 806. Collection of Indebtedness and Suits for Enforcement by Trustee.

     Subject to Sections 821, 822 and 823, if an Event of Default relating to
the failure to pay principal of, or interest or any premium on, Outstanding
Securities of any series shall have occurred and be continuing, the Company
shall, upon demand of the Trustee after a direction by the Holders of a majority
in principal amount of the Outstanding Securities of such series with respect to
which such Event of Default shall have occurred, pay to it, for the benefit of
the Holders of the Securities of such series with respect to which such Event of
Default shall have occurred, or pay to such other appropriate persons with
respect to Outstanding Securities of such series which are Collateral Securities
with notice of such payment provided to the Trustee, for the benefit of the
Holders of the Collateral Securities of such series with respect to which such
Event of Default shall have occurred, the whole amount then due and payable on
such Securities for principal and premium, if any, and interest, if any, and, in
addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 907.

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


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<PAGE>

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

     The Trustee shall, to the extent permitted by law, be entitled to sue and
recover judgment as aforesaid either before, during or after the pendency of any
proceedings for the enforcement of the Lien of this Indenture, and in case of a
sale of the Mortgaged Property or any part thereof and the application of the
proceeds of sale as aforesaid, the Trustee, in its own name and as trustee of an
express trust, shall be entitled to enforce payment of, and to receive, all
amounts then remaining due and unpaid upon the Securities then Outstanding for
principal, premium, if any, and interest, if any, for the benefit of the Holders
thereof, and shall be entitled to recover judgment for any portion of the same
remaining unpaid, with interest as aforesaid. No recovery of any such judgment
by the Trustee and no levy of any execution upon any such judgment upon any of
the Mortgaged Property or any other property of the Company shall affect or
impair the Lien of this Indenture upon the Mortgaged Property or any part
thereof or any rights, powers or remedies of the Trustee hereunder, or any
rights, powers or remedies of the Holders. Without prejudice to the provisions
of Section 804(3)(i), interest at the Default Rate shall be due on that portion
of any such judgment (whether such judgment relates to a foreclosure proceeding
or otherwise) relating to the applicable Outstanding Securities obtained by the
Trustee from the date of judgment until actual payment is made of the full
amount of the judgment.

SECTION 807. Application of Money Collected.

     All amounts owing with respect to the Outstanding Securities shall be
secured on an equal and ratable basis by the Mortgaged Property without
distinction as to whether less than all series of Securities then Outstanding
under this Indenture (or any portion of any such series) is then due and payable
and other series of Securities then Outstanding under this Indenture (or any
portion of any series) is not then due and payable.

     Any money collected by the Trustee pursuant to this Article, including any
rents, issues, profits, revenues and other income collected pursuant to Section
803 (after the deductions therein provided) and any proceeds of any sale (after
deducting the costs and expenses of such sale, including a reasonable
compensation to the Trustee, its agents and counsel, and any taxes, assessments
or Liens prior to the Lien of this Indenture, except any thereof subject to
which such sale shall have been made), whether made under any power of sale
herein granted or pursuant to judicial proceedings, together with, in the case
of an entry or sale or as otherwise provided herein, any other sums then held by
the Trustee as part of the Mortgaged Property, shall be applied in the following
order, to the extent permitted by law, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or
premium, if any, or interest, if any, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

          First: To the payment of all amounts due the Trustee under Section 907
          and any receiver appointed under Section 808;

          Second: To the payment of the whole amount then due and unpaid upon
          the Outstanding Securities for principal and premium, if any, and
          Actual Interest, if any, in respect of which or for the benefit of
          which such money has been collected; and in case such proceeds shall
          be insufficient to pay in full the whole amount so due and unpaid upon
          such Securities, then to the payment of such principal, premium, if
          any, and Actual Interest, if any, thereon without any preference or
          priority, ratably according to the


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<PAGE>

          aggregate amount so due and unpaid, and, if so specified as
          contemplated by Section 301 with respect to the Securities of any
          series, or any Tranche thereof, interest, if any, on overdue premium,
          if any, and overdue Actual Interest, if any, ratably as aforesaid, all
          to the extent permitted by applicable law; provided, however, that any
          money collected by the Trustee pursuant to Section 803 (after the
          deductions referred to therein and the payment of amounts due the
          Trustee under Section 907) shall first be applied to the payment of
          Actual Interest, if any, accrued on the principal of Outstanding
          Securities and premium, if any, unpaid on the Outstanding Securities,
          without any preference or priority and ratably according to the
          aggregate amount so due and unpaid;

          Third: Equally and ratably to other amounts not included in the
          "Second" clause immediately above, if any, then due to the Holders
          under their related Senior Secured Debt Agreements (including fees and
          expenses not covered in the definition of Actual Interest) with
          amounts prorated, if necessary, based on the aggregate amounts thereof
          then owing to each Holder, as such amounts shall be evidenced to the
          Trustee by certificates from such Holders, on which certificates the
          Trustee may conclusively rely; and

          Fourth: To the payment of the remainder, if any, to the Company or to
          whomsoever may be lawfully entitled to receive the same or as a court
          of competent jurisdiction may direct.

     In determining the amount of Actual Interest due with respect to a
Collateral Security the Trustee shall be protected in relying upon a certificate
from the Holder thereof (or its agent).

SECTION 808. Receiver.

     If an Event of Default shall have occurred and, during the continuance
thereof, the Trustee shall, to the extent permitted by law, be entitled, as
against the Company, without notice or demand and without regard to the adequacy
of the security for the Securities or the solvency of the Company, to the
appointment of a receiver of the Mortgaged Property.

SECTION 809. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (1) to file and prove a claim for the whole amount of principal,
premium, if any, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts due to the Trustee under Section 907) and of the Holders allowed in such
judicial proceeding, and

          (2) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

SECTION 810. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee under Section 907, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 811. Limitation on Suits.

     Subject to Sections 821, 822 and 823, no Holder of any Security shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver, assignee, trustee,
liquidator or sequestor (or other similar official), or for any other remedy
hereunder, unless:

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

          (2) the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such Event of Default shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request; provided, however that a guaranty provided by a
Holder that is an insurance company shall be considered adequate security for
purposes of this Section 811(3);

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

          (5) no direction inconsistent with such written request has been given
to the Trustee during such sixty (60) day period by the Holders of a majority in
principal amount of the Outstanding Securities of all series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing himself of, any
provision of this Indenture to affect, disturb or prejudice the Lien of this
Indenture or the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.


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<PAGE>

SECTION 812. Unconditional Right of Holders to Receive Principal, Premium and
     Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 813. Restoration of Rights and Remedies.

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

SECTION 814. Rights and Remedies Cumulative.

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

     Anything in this Article to the contrary notwithstanding, the availability
of the remedies set forth herein (on an individual or cumulative basis) and the
procedures set forth herein relating to the exercise thereof shall be subject to
(a) the law (including, for purposes of this paragraph, general principles of
equity) of any jurisdiction wherein the Mortgaged Property or any part thereof
is located to the extent that such law is mandatorily applicable and (b) the
rights of the holder of any Lien prior to the Lien of this Indenture, and, if
and to the extent that any provision of this Article conflicts with any
provision of such applicable law and/or with the rights of the holder of any
such prior Lien, such provision of law and/or the rights of such holder
shall control.

SECTION 815. Delay or Omission Not Waiver.

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

SECTION 816. Control by Holders.

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


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          (1) such direction shall not be in conflict with any rule of law or
with this Indenture (including Sections 803 and 804);

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

          (3) subject to the provisions of Section 901, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would involve the Trustee in personal liability or would otherwise be
contrary to applicable law;

provided, further, that, if an Event of Default has occurred and is continuing,
each Holder shall refrain from (i) selling any Securities Outstanding under this
Indenture or Other Senior Secured Debt Securities to the Company or any
Affiliate of the Company, and (ii) accepting any guaranty of, or any other
security for, the Senior Secured Debt from the Company or any Affiliate of the
Company, except any guaranty or security granted to the Trustee for the benefit
of all Holders on a pro rata and pari passu basis; and

provided, however, that nothing contained in the immediately preceding proviso,
shall (i) prevent any Holder from imposing a default rate of interest in
accordance with this Indenture or its respective Senior Secured Debt Agreement
(if in addition to the Indenture), as applicable, (ii) prevent a Holder from
raising any defenses in any action in which it has been made a party defendant
or has been joined as a third party or (iii) prevent a Holder from taking any
other action permitted under applicable law or any one or more of the Indenture
or its respective Senior Secured Debt Agreement to which it is a party not
specifically prohibited by Section 811 or the immediately preceding proviso,
except that the Trustee (subject to Sections 803, 804, 811 and 816) shall direct
and control any defense or other action directly relating to the Mortgaged
Property which shall be governed by the provisions of this Indenture.

SECTION 817. Waiver of Past Defaults.

     Before any sale of any of the Mortgaged Property and before a judgment or
decree for payment of the money due shall have been obtained by the Trustee as
herein provided, the Holders of a majority in principal amount of the Securities
then Outstanding of any series affected by any past default may, on behalf of
the Holders of all the Outstanding Securities of such series, waive any such
default with respect to such Securities and its consequences, except a default:

          (1) in the payment of the principal of or any premium or interest on
such series of Securities Outstanding; or

          (2) in respect of a covenant or provision hereof which under Article
Twelve cannot be modified or amended without the consent of the Holder of each
Outstanding Security of any series or Tranche affected.

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

SECTION 818. Undertaking for Costs.

     The Company and the Trustee agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the


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<PAGE>

enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
such court may in its discretion assess reasonable costs including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided that the provisions of this Section 818 shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder or
group of Holders holding in the aggregate more than ten percent (10%) in
principal amount of the Securities then Outstanding of all series, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of or any premium or interest on any Security, on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 819. Waiver of Appraisement, Usury, Stay and Other Laws.

     To the full extent that it may lawfully so agree, the Company shall not at
any time set up, claim or otherwise seek to take the benefit or advantage of any
appraisement, valuation, stay, extension or redemption law, now or hereafter in
effect, in order to prevent or hinder the enforcement of this Indenture or the
absolute sale of the Mortgaged Property, or any part thereof, or the possession
thereof, or any part thereof, by any purchaser at any sale under this Article;
and the Company, for itself and all who may claim under it, so far as it or they
now or hereafter may lawfully do so, hereby waives the benefit of all such laws.
The Company, for itself and all who may claim under it, waives, to the extent
that it may lawfully do so, all right to have the Mortgaged Property marshalled
upon any foreclosure of the Lien hereof, and agrees that any court having
jurisdiction to foreclose the Lien of this Indenture may order the sale of the
Mortgaged Property as an entirety.

SECTION 820. Purchase Upon Set-Off.

     In the event that any Holder (whether registered or beneficial) realizes
any amount (the "Holder Set-Off Amount") from the exercise of any right of
setoff or banker's lien, such Holder shall purchase, for cash without recourse
or warranty, from each other Holder, on a pro rata basis (according to the
outstanding principal amount of the obligations owed to such Holders by the
Company pursuant to this Indenture), a participation in the Securities or Other
Senior Secured Debt Securities owed to such Holders as shall result in such
other Holders receiving an aggregate amount as would equal the amount that such
Holders would have received under the "second" and "third" clauses of Section
807 had the Holder Set-Off Amount constituted amounts to be received by the
Trustee; provided that if all or any portion of the amount so realized is
thereafter recovered from the purchasing Holder, such purchase price shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

SECTION 821. Senior Preferential Payments and Special Trust Account.

          (1) Each Holder agrees that if it shall receive a Senior Preferential
Payment it will promptly, and in any event within three Business Days, notify
the Trustee and deliver all amounts received by it as part of such Senior
Preferential Payment to the Trustee, which shall in turn deposit such amounts in
the Special Trust Account, which Special Trust Account shall be established at
the time of original execution of this Indenture. Each Holder agrees that no
Default or Event of Default shall occur as a result of payments so made on a
timely basis to the Trustee.

          (2) If (a) to the actual knowledge of a Responsible Officer of the
Trustee, all applicable Events of Default, if any, referred to in the definition
of "Special Event of Default" shall have been cured (or would be cured by the
release of the amounts in the Special Trust Account to the


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Holder or Holders initially entitled thereto) or (b) a period of 90 days shall
have elapsed after the deposit of any amounts in the Special Trust Account and
during such period, to the actual knowledge of a Responsible Officer of the
Trustee, none of the Securities or Other Senior Secured Debt Securities shall
have been accelerated, a Bankruptcy Proceeding shall not have been commenced
against the Company and the Holders of a majority in principal amount of all
Securities then Outstanding shall not have instructed the Trustee to exercise
remedies under this Indenture during the continuance of an Event of Default
then, in either case, the Trustee shall return all such amounts in the Special
Trust Account, together with the interest earned thereon, to the Holder or
Holders initially entitled thereto. No payment returned to a Holder for which
such Holder has been obligated to make a deposit into the Special Trust Account
shall thereafter ever be characterized as a Senior Preferential Payment.

          (3) If any of the Securities or Other Senior Secured Debt Securities
have been accelerated (provided that in the case of an acceleration of the Other
Senior Secured Debt Securities, an Event of Default shall have occurred and be
continuing and a Responsible Officer of the Trustee shall have actual knowledge
of such acceleration), a Bankruptcy Proceeding has been commenced against the
Company or the Holders of a majority in principal amount of all Securities then
Outstanding have instructed the Trustee to exercise remedies under this
Indenture during the continuance of an Event of Default, then all amounts,
together with interest earned thereon, held in the Special Trust Account and all
subsequent Senior Preferential Payments and other amounts received in the
Special Trust Account shall be applied in accordance with Section 807.

          (4) The Company agrees to give the Trustee and each Holder written
notice promptly upon obtaining knowledge that a default in the payment of any
amount of principal, interest or premium due under any Financing Agreement or
Senior Secured Debt Agreement has occurred or that an acceleration of any Other
Senior Secured Debt Securities has occurred and agrees that it will not notify
any one or more of the Holders of any default in the payment of any amount of
principal, interest or premium due under any Financing Agreement or Senior
Secured Debt Agreement or of any acceleration thereunder without also notifying
the others. Notice of any default in the payment of any amount of principal,
interest or premium due under any Financing Agreement or Senior Secured Debt
Agreement by the Company to any Holder of a Collateral Security shall be deemed
to be notice to each lender or creditor under the Other Senior Secured Debt
Securities with respect to which such Collateral Security was issued.

          (5) Each Holder agrees to give the Trustee written notice
substantially in the form of Exhibit D hereto promptly upon obtaining knowledge
that a default in the payment of any amount of principal, interest or premium
due under any Financing Agreement or Senior Secured Debt Agreement to which it
is party has occurred or, in the case of a Holder that is a party to any Senior
Secured Debt Agreement, that acceleration of the Other Senior Secured Debt
Securities created thereunder has occurred. The Trustee agrees that, upon
receipt of any such notice and in any event no later than three Business Days
after such receipt, it will transmit a copy of such notice to each other Holder.
The transmittal of any such notice to any Holder of a Collateral Security shall
be deemed to be notice to each lender or creditor under the Other Senior Secured
Debt Securities with respect to which such Collateral Security was issued.

          (6) The Trustee agrees that, upon receipt of any notice of a Special
Event of Default from any Holder substantially in the form of Exhibit C, it will
transmit a copy of such notice promptly, but in any event no later than the
third Business Day following the receipt of such notice, to each other Holder.
The transmittal of any such notice to any Holder of a Collateral Security shall
be deemed to be notice to each lender or creditor under the Other Senior Secured
Debt Securities with respect to which such Collateral Security was issued.


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<PAGE>

          (7) Each Holder that shall have delivered or caused its agent to
deliver a notice of a Special Event of Default substantially in the form of
Exhibit C agrees promptly to notify or cause its agent to notify the Trustee in
the event that the Special Event of Default referred to in such notice shall
have been cured.

          (8) Once a notice of a default in the payment of any amount of
principal, interest or premium under any Financing Agreement or Senior Secured
Debt Agreement shall have been given to all of the Holders by the Trustee, it
will be deemed to have been given by all of the Holders.

SECTION 822. Restoration of Obligations.

     For the purposes of determining the amount of any Outstanding Securities or
Other Senior Secured Debt Securities, if any Holder is required to deposit any
Senior Preferential Payment in the Special Trust Account, then the obligations
to which such Senior Preferential Payment related shall be revived, as of the
date of the deposit of such amount with the Trustee, in the amount of such
Senior Preferential Payment, and such obligations shall continue in full force
and effect (and bear interest from such deposit date at the rate provided in the
underlying document) as if such Holder had not received such payment. All such
revived obligations shall be included as Securities or Other Senior Secured Debt
Securities for purposes of allocating any payments under Section 807 and for
applying the definition of "Outstanding". If any such revived obligation shall
not be allowed as a claim under the Bankruptcy Code due to the fact that the
Senior Preferential Payment has in fact been made or received, the Holders shall
make such other equitable arrangements for the purchase and sale of
participations in the Securities and the Other Senior Secured Debt Securities to
effectuate the intent of this Section.

SECTION 823. Bankruptcy Preferences.

     If any payment to a Holder is subsequently invalidated, declared to be
fraudulent or preferential or set aside and is required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, and such Holder has previously made a
deposit in respect of such payment into the Special Trust Account pursuant to
Section 821, then, promptly after receipt of notice from such Holder of such
repayment and the amount thereof (on which notice the Trustee shall be entitled
conclusively to rely), the Trustee shall distribute to such Holder proceeds from
the Special Trust Account in an amount equal to such deposit or so much thereof
as is affected by such events, and if, due to previous disbursements to the
Holders pursuant to Section 821(3), the proceeds in the Special Trust Account
are insufficient for such purpose, then each other Holder shall pay to such
Holder upon demand an amount equal to a ratable portion of such disbursements of
the deposit which was distributed to each such Holder according to the aggregate
amounts so distributed to each such Holder, in each case, so that the affected
Holder can make such repayment.

SECTION 824. Additional Remedies with Regard to Mortgaged Property.

     (a)  Certain Matters Relating to Receivables.

          (i) The Trustee hereby authorizes the Company to collect the Company's
Receivables; provided, that the Trustee shall curtail or terminate said
authority at any time after the occurrence of a Trigger Event and for so long as
such Trigger Event continues to exist. If required by the Trustee at any time
after the occurrence of a Trigger Event and for so long as such Trigger Event
continues to exist, any Proceeds of Receivables, when collected by the Company,
(A) shall be forthwith (and, in any event, within two (2) Business Days of
receipt) deposited by the Company in the exact form received, duly indorsed by
the Company to the Trustee if required, in a collateral account maintained under
the sole dominion and control of the Trustee, subject to withdrawal by the
Trustee for the account


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<PAGE>

of the Holders of Outstanding Securities only as provided in Section 807, and
(B) until so turned over, shall be held by the Company in trust for the Trustee
and the Holders of Outstanding Securities, segregated from other funds of the
Company. Each such deposit of Proceeds of Receivables shall be accompanied by a
report identifying in reasonable detail the nature and source of the payments
included in the deposit.

          (ii) After the occurrence of a Trigger Event and for so long as such
Trigger Event continues to exist, the Company shall deliver to the Trustee all
original and other documents evidencing, and relating to, the agreements and
transactions which gave rise to the Receivables.

     (b)  Communications with Obligors; Company Remains Liable.

          (i) The Trustee in its own name or in the name of others may at any
time after the occurrence of a Trigger Event and for so long as such Trigger
Event continues to exist communicate with obligors under the Receivables and
parties to the Contracts or the Real Estate Contracts to verify with them to the
Trustee's satisfaction the existence, amount and terms of any Receivables,
Contracts or Real Estate Contracts.

          (ii) At any time after the occurrence of a Trigger Event and for so
long as such Trigger Event continues to exist, the Company shall notify obligors
on the Receivables and parties to the Contracts or the Real Estate Contracts
that the Receivables, the Contracts and Real Estate Contracts have been assigned
to the Trustee for the ratable benefit of the Holders of Outstanding Securities
and that payments in respect thereof shall be made directly to the Trustee.

          (iii) Anything herein to the contrary notwithstanding, the Company
shall remain liable under each of the Receivables, Contracts and Real Estate
Contracts to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise thereto. Neither the Trustee nor any Holders of
Outstanding Securities shall have any obligation or liability under any
Receivable (or any agreement giving rise thereto), Contract or Real Estate
Contract by reason of or arising out of this Indenture or the receipt by the
Trustee or any Holders of Outstanding Securities of any payment relating
thereto, nor shall the Trustee or any Holders of Outstanding Securities be
obligated in any manner to perform any of the obligations of the Company under
or pursuant to any Receivable (or any agreement giving rise thereto), Contract
or Real Estate Contract, to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party thereunder, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times.

     (c) Proceeds to be Turned Over To Trustee. In addition to the rights of the
Trustee and the Holders of Outstanding Securities specified in this Section 824
with respect to payments of Receivables, if a Trigger Event shall have occurred
and for so long as such Trigger Event continues to exist, all proceeds of any
Mortgaged Property received by the Company not specifically, or whose treatment
is not, set forth in any provision of this Indenture shall be held by the
Company in trust for the Trustee and the Holders of Outstanding Securities,
segregated from other funds of the Company, and shall, forthwith upon receipt by
the Company, be turned over to the Trustee in the exact form received by the
Company (duly indorsed by the Company to the Trustee, if required). All Proceeds
of any Mortgaged Property received by the Trustee hereunder shall be held by the
Trustee in a collateral account maintained under its sole dominion and control.
All proceeds of any Mortgaged Property while held by the Trustee in a collateral
account (or by the Company in trust for the Trustee and the Holders of
Outstanding Securities)


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<PAGE>

shall continue to be held as collateral security for all the Outstanding
Securities and shall not constitute payment thereof until applied as provided in
Section 807.

          (d) Consumers Consent; Assigned Agreements. The Trustee is hereby
authorized to enter into the Consumers Consent. At any time after the occurrence
of a Trigger Event (and after delivery by the Trustee to Consumers of a written
notice stating that a Trigger Event has occurred) and for so long as such
Trigger Event continues to exist, the Trustee shall be entitled, in the place
and stead of the Company, to exercise any and all rights of the Company under
the Assigned Agreements in accordance with the terms of the Assigned Agreements.

          (e) Deficiency. The Company shall remain liable for any deficiency if
the Proceeds of any sale or other disposition of the Mortgaged Property are
insufficient to pay its obligations under the Outstanding Securities and the
fees and disbursements of any attorneys employed by the Trustee or any Holder of
Outstanding Securities to collect such deficiency.

                                  ARTICLE NINE.

                                   THE TRUSTEE

SECTION 901. Certain Duties and Responsibilities.

          (1) Except during the continuance of an Event of Default, (A) the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and (B) in
the absence of gross negligence or bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.

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

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

               (a) this subsection shall not be construed to limit the effect of
Clause (1) of this Section;

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

               (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders entitled to so direct the Trustee, as provided herein,
relating to the time, method and place of conducting any


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<PAGE>

proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture; and

               (d) no provision of this Indenture 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, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 902. Notice of Defaults.

     The Trustee shall give the Holders notice of any Default hereunder or in
any supplemental indenture hereto in the manner and to the extent that it would
be required to do so by the Trust Indenture Act, unless such Default shall have
been cured or waived; provided, however, that in the case of any Default under
Section 801(f) with respect to the performance or breach of any covenant or
warranty of the Company in this Indenture, no such notice to Holders shall be
given until at least thirty (30) days after the occurrence thereof.

SECTION 903. Certain Rights of Trustee.

     Subject to the provisions of Section 901:

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

          (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Manager shall be sufficiently evidenced by a Company Resolution;

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

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

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


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<PAGE>

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

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

          (8) the Trustee is not required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture;

          (9) in the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders, each representing
less than a majority in aggregate principal amount of the Securities then
Outstanding, the Trustee, in its sole discretion, may determine what action, if
any, shall be taken;

          (10) the Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents and
employees. Such immunities and protections and right to indemnification,
together with the Trustee's right to compensation and reimbursement expenses,
shall survive the Trustee's resignation or removal and final payment of the
Securities;

          (11) the Trustee is not required to take notice or deemed to have
notice of any Default or Event of Default hereunder, except Events of Default
relating to any failure of payment with respect to any Outstanding Debt
Securities while the Trustee is the Paying Agent hereunder, unless a Responsible
Officer of the Trustee has actual knowledge thereof or has received notice in
writing of such Default or Event of Default from the Company or a Holder of any
of the Securities then Outstanding, and in the absence of any such notice, the
Trustee may conclusively assume that no such Default or Event of Default exists;

          (12) for purposes of determining the amount of any Other Senior
Secured Debt Securities for any purpose under this Indenture, unless otherwise
specifically provided for in this Indenture, the Trustee shall be entitled to
conclusively rely on an Officer's Certificate; and

          (13) except during the continuance of an Event of Default, and except
as otherwise specifically provided for in this Indenture, the Trustee, in giving
any consent or approval in its capacity as assignee or mortgagee of any of the
Mortgaged Property, shall be entitled to receive, as a condition to such consent
or approval, an Officer's Certificate and an Opinion of Counsel to the effect
that the action or omission for which consent or approval is to be given does
not adversely affect the interests of the Holders or impair the security of the
Holders in contravention of the provisions of the Indenture, and the Trustee
shall be fully protected in giving such consent or approval on the basis of such
Officer's Certificate and Opinion of Counsel.


                                       72
<PAGE>

SECTION 904. Not Responsible for Recitals or Issuance of Securities or
     Application of Proceeds.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the value or
condition of the Mortgaged Property or any part thereof, or as to the title of
the Company thereto or as to the security afforded thereby or hereby, or as to
the validity or genuineness of any Securities at any time pledged and deposited
with the Trustee hereunder, or as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof or of
any money paid to the Company or upon Company Order under any provision hereof.

     The Trustee shall not be responsible for the existence, genuineness or
value of any of the Mortgaged Property or for the validity, perfection, priority
or enforceability of the Liens in any of the Mortgaged Property, for the
validity or sufficiency of the Mortgaged Property or any agreement or assignment
contained therein, for the validity of the title of the Company to the Mortgaged
Property, for insuring the Mortgaged Property or for the payment of taxes,
charges, assessments or Liens upon the Mortgaged Property or otherwise as to the
maintenance of the Mortgaged Property. The Trustee shall have no responsibility
for recording, filing, re-recording or refiling any financing statement,
continuation statement, document, instrument or other notice in any public
office at any time or times or to otherwise take any action to perfect or
maintain the perfection of any security interest granted to it with respect to
the Mortgaged Property, or to ascertain whether any such perfection has occurred
or has been maintained.

     Nothing herein, including in the Granting Clauses hereof, shall impose on
the Trustee any obligations of the Company under any agreements, documents or
instruments that are part of the Mortgaged Property, all of which shall be
retained by the Company. Unless and until an Event of Default shall occur and be
continuing, except as provided in this Indenture, including with respect to
Trigger Events, the Company shall retain all of its rights with respect to the
Mortgaged Property, including any agreements, documents or instruments that are
a part thereof, including without limitation any rights to give consents or
grant approvals or take any other discretionary actions with respect thereto.

SECTION 905. May Hold Securities.

     Each of the Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its commercial banking
or in any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 908 and 913, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent. Each of said entities, in its
commercial banking or in any other capacity, may also engage in or be interested
in any financial or other transaction with the Company and, subject to Sections
908 and 913, may act as depository, trustee or agent for any committee of
Holders of Securities secured hereby or other obligations of the Company as
freely as if it were not Trustee, Authenticating Agent, Paying Agent or Security
Registrar. The provisions of this Section shall extend to Affiliates of said
entities.

SECTION 906. Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.


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<PAGE>

SECTION 907. Compensation and Reimbursement.

     The Company agrees:

          (1) to pay to the Trustee from time to time such compensation for all
services rendered by it hereunder in such amounts as the Company and the Trustee
shall agree in writing from time to time (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence, willful misconduct or bad
faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence, willful misconduct or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except
those attributable to its negligence, willful misconduct or bad faith.

     "Trustee" for purposes of this Section 907 shall include any predecessor
Trustee; provided, however, that the negligence, willful misconduct or bad faith
of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder.

     The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity under this Section 907. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and, in the event the subject matter of the claim involves a conflict of
interest between the Company and the Trustee, the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

     Without prejudice to any other rights available to the Trustee under
applicable law, in the event the Trustee incurs expenses or renders services in
any proceedings which result from an Event of Default under Section 801(c) or
(d), or from any default which, with the passage of time, would become such
Event of Default, the expenses so incurred and compensation for services so
rendered are intended to constitute expenses of administration under the United
States Bankruptcy Code or equivalent law.

SECTION 908. Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. Notwithstanding
any provision of the Trust Indenture Act to the contrary, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.


                                       74

<PAGE>

SECTION 909. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having a
combined capital and surplus of at least $500,000,000 and having outstanding
debt which is rated "A2" by Moody's and "A" by S&P (or such similar equivalent
rating) or higher. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 909 and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee with respect
to the Securities of any series shall cease to be eligible in accordance with
the provisions of this Section 909, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article Nine.

SECTION 910. Resignation and Removal; Appointment of Successor.

          (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Nine shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 911.

          (2) The Trustee may resign at any time with respect to all Securities
by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 911 shall not have been delivered to
the Trustee within thirty (30) days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to all
Securities.

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

          (4) If at any time:

               (a) the Trustee shall fail to comply with Section 908 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder for at least six (6) months; or

               (b) the Trustee shall cease to be eligible under Section 909 and
shall fail to resign after written request therefor by the Company or by any
such Holder; or

               (c) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company, acting
pursuant to the authority of a Company Resolution, may remove the Trustee with
respect to all Securities, or (ii) subject to Section 818, any Holder who has
been a bona fide Holder for at least six (6) months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.

          (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Company
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee


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<PAGE>

may be appointed with respect to the Securities of one or more or all of such
series) and shall comply with the requirements of Section 911. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of such series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of such series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six (6) months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of
such series.

          (6) So long as no Default or Event of Default shall have occurred and
be continuing, if the Company shall have delivered to the Trustee (i) a Company
Resolution appointing a successor Trustee, effective as of a date specified
therein, and (ii) an instrument of acceptance of such appointment, effective as
of such date, by such successor Trustee in accordance with Section 911, the
Trustee shall be deemed to have resigned as contemplated in clause (2) of this
Section, the successor Trustee shall be deemed to have been appointed pursuant
to clause (5) of this Section and such appointment shall be deemed to have been
accepted as contemplated in Section 911, all as of such date, and all other
provisions of this Section and Section 911 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with
this clause (6).

          (7) 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 to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

SECTION 911. Acceptance of Appointment by Successor.

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

          (2) 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 clause (1) of this Section.

          (3) 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 Nine.


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<PAGE>

SECTION 912. Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 913. Co-trustees and Separate Trustees.

          (1) At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Mortgaged Property may at
the time be located, the Company and the Trustee shall have power to appoint,
and, upon the written request of the Trustee or of the Holders of a majority in
principal amount of the Securities then Outstanding, the Company shall for such
purpose join with the Trustee in the execution and delivery of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee and, if no Event of Default shall have occurred and be continuing,
by the Company either to act as co-trustee, jointly with the Trustee, of all or
any part of the Mortgaged Property, or to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons, in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Company does not join in
such appointment within fifteen (15) days after the receipt by it of a request
so to do, or if an Event of Default shall have occurred and be continuing, the
Trustee alone shall have power to make such appointment.

          (2) Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

          (3) Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
conditions:

               (a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder shall be exercised solely by
the Trustee;

               (b) the rights, powers, duties and obligations hereby conferred
or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either
by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

               (c) the Trustee at any time, by an instrument in writing executed
by it, with the concurrence of the Company, may accept the resignation of or
remove any co-trustee or separate


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<PAGE>

trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee without the
concurrence of the Company. Upon the written request of the Trustee, the Company
shall join with the Trustee in the execution and delivery of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section;

               (d) neither the Trustee nor any co-trustee or separate trustee
hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder; and

               (e) any Act of Holders delivered to the Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.

SECTION 914. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
the Securities of one or more series, or any Tranche thereof which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States, any State or Territory thereof or the
District of Columbia or the Commonwealth of Puerto Rico, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $500,000,000, and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 914, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 914, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 914.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent
shall be the successor Authenticating Agent hereunder, provided such corporation
shall be otherwise eligible under this Section 914, without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 914, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such


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<PAGE>

appointment in the manner provided in Section 106 to all Holders of Securities
of the series or Tranche with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 914.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 914.

     If an appointment with respect to the Securities of one or more series, or
any Tranche thereof, shall be made pursuant to this Section 914, the Securities
of such series or Tranche may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

Date of Authentication:
                        ------------

                                        JPMorgan Chase Bank,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            as Authenticating Agent


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

     If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee, an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                  ARTICLE TEN.

                LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

SECTION 1001. Company to Furnish Trustee Names and Addresses of Holders.

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

          (1) semi-annually, not later than June 1 and December 1 in each year,
commencing June 1, 2004, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series
as of the preceding May 15 or November 15, as the case may be; and

          (2) at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than fifteen (15) days prior to
the time such list is furnished;


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<PAGE>

provided, however, that if and so long as the Trustee shall be Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

SECTION 1002. Preservation of Information; Communications to Holders.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 1001 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 1001 upon receipt of a new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act.

     Every Holder, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 1003. Reports by Trustee.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty (60) days after each May 15 following the date of this
Indenture, deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when any Securities are listed on any stock
exchange.

SECTION 1004. Reports by Company.

     Subject to Section 107, the Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as would be required pursuant to the Trust
Indenture Act if this Indenture were qualified thereunder at the times and in
the manner provided in the Trust Indenture Act.

                                 ARTICLE ELEVEN.

              MERGER, CONSOLIDATION, CONVEYANCE, TRANSFER OR LEASE

SECTION 1101. Mergers, Consolidations, Etc.

     The Company shall not consolidate or merge with any other Person or convey,
transfer or lease substantially all of its assets, in a single transaction or
series of transactions, to any Person; provided, however, that, the Company (A)
may merge with any other Person if the Company is the surviving


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<PAGE>

entity, or, (B) may convey, transfer or lease substantially all its assets to
any other Person, or may consolidate or merge with any other Person if the
Company is not the surviving entity, if such transferee or surviving entity, as
the case may be, is a solvent United States corporation or limited liability
company and (x) the surviving or transferee entity (such entity being hereafter
sometimes called the "Successor Corporation"), as the case may be, expressly
assumes the Company's obligations under this Indenture, all indentures
supplemental hereto and the then Outstanding Securities, and (y) the Trustee,
for the benefit of each Holder of Securities, receives an Opinion of Counsel to
the effect that all the agreements and instruments effecting such assumptions
are enforceable, and, in the case of either clause (A) or (B), (i) no Default or
Event of Default shall exist immediately after giving effect to such
consolidation, merger, conveyance, transfer or lease, (ii) the Company or the
Successor Corporation, as the case may be, then has an investment grade rating
on the Securities by Moody's and S&P to the extent each such rating agency is
then rating the Securities at the time of such consolidation, merger,
conveyance, transfer or lease (provided that at least one of Moody's or S&P is
at such time rating the Securities) and (iii) no ratings downgrade on the then
existing ratings of the then Outstanding Securities shall occur as a result of
such consolidation, merger, conveyance, transfer or lease or (C) may
reincorporate in Delaware; provided, that, (x) upon such reincorporation, the
reincorporated entity (which shall be a Successor Corporation for purposes of
this Article Eleven) expressly assumes the Company's obligations under this
Indenture, all indentures supplemental hereto and the then Outstanding
Securities, and (y) the Trustee, for the benefit of each Holder of Securities,
receives an Opinion of Counsel to the effect that all the agreements and
instruments effecting such assumptions are enforceable.

     With respect to any consolidation, merger, conveyance, transfer or lease
permitted pursuant to this Section 1101 involving a Successor Corporation and as
a condition to any such consolidation, merger, conveyance, transfer or lease,
the Company shall execute and deliver to the Trustee an indenture supplemental
hereto, in form satisfactory to the Trustee, which:

               (a) in the case of a consolidation, merger, conveyance or other
transfer, or in the case of a lease if the term thereof extends beyond the last
Stated Maturity of the Securities then Outstanding, contains an express
assumption by the Successor Corporation of the due and punctual payment of the
principal of and premium, if any, and interest, if any, on all the Securities
then Outstanding and the performance and observance of every covenant and
condition of this Indenture to be performed or observed by the Company; and

               (b) in the case of a consolidation, merger, conveyance or other
transfer, contains a grant, conveyance, transfer and mortgage by the Successor
Corporation, of the same tenor of the Granting Clauses herein confirming the
Lien of this Indenture on the Mortgaged Property (as constituted immediately
prior to the time such transaction became effective) and subjecting to the Lien
of this Indenture all property, real, personal and mixed, then owned or leased
or thereafter acquired by the Successor Corporation or a renewal, replacement or
substitution of or for any part thereof; and

               (c) in the case of a lease of substantially all of the Company's
assets, such lease shall be made expressly subject to termination by the Company
or by the Trustee at any time during the continuance of an Event of Default, and
also by the purchaser of the property so leased at any sale thereof hereunder,
whether such sale be made under the power of sale hereby conferred or pursuant
to judicial proceedings.

          As a condition to any consolidation, merger, conveyance or other
transfer pursuant to this Section 1101, the Company shall deliver to the Trustee
an Officer's Certificate and an Opinion of Counsel stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental
indenture, if any, comply with this Article Eleven and that all applicable
Governmental Approvals have


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been obtained and all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 1102. Successor Corporation Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease, of substantially all the
assets of the Company in accordance with Section 1101, the Successor Corporation
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such Successor Corporation had been named as the
Company herein. Without limiting the generality of the foregoing the Successor
Corporation may execute and deliver to the Trustee, and thereupon the Trustee
shall, subject to the provisions of Article Four, authenticate and deliver,
Securities as provided in Article Four.

     All Securities so executed by the Successor Corporation, and authenticated
and delivered by the Trustee, shall in all respects be entitled to the benefit
of the Lien of this Indenture equally and ratably with all Securities executed,
authenticated and delivered prior to the time such consolidation, merger,
conveyance or other transfer became effective.

SECTION 1103. Holdco as Successor Corporation.

     Notwithstanding anything to the contrary set forth in the last paragraph of
Section 1401, if the Company conveys, transfers or leases substantially all of
its assets to Holdco or any successor thereto or merges or consolidates with
Holdco or any successor thereto and the Company is not the surviving entity
Holdco and any successor thereto, as applicable, shall, subject to compliance
with this Article Eleven, be deemed a "Successor Corporation" hereunder, with
all the rights and obligations set forth herein.

                                 ARTICLE TWELVE.

                             SUPPLEMENTAL INDENTURES

SECTION 1201. Supplemental Indentures Without Consent of Holders.

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

          (1) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by any such successor of the
covenants, agreements and obligations of the Company herein, in any indenture
supplemental hereto and in the Securities, all as provided in Article Eleven; or

          (2) to add one or more covenants of the Company or other provisions
for the benefit of the Holders of, or to remain in effect only so long as there
shall be Outstanding, all or any series of Securities, or any Tranches thereof
(and if such covenants or other provisions are to be for the benefit of less
than all series of Securities, or any Tranche thereof, stating that such
covenants or other provisions are expressly being included solely for the
benefit of such series or such Tranches), or to surrender any right or power
herein conferred upon the Company; or


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          (3) to correct or amplify the description of any property at any time
subject to the Lien of this Indenture (whether contained in this Indenture or in
any related security document); or better to assure, convey and confirm unto the
Trustee any property subject or required to be subjected to the Lien of this
Indenture; or to subject to the Lien of this Indenture additional property
(including property of Persons other than the Company) and to specify any
additional Permitted Liens with respect to such additional property; or

          (4) to establish the form or terms of Securities of any series or
Tranche as permitted by Sections 201 and 301; or

          (5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of all series,
pursuant to the requirements of Section 911, or to evidence and provide for the
acceptance of appointment hereunder of a successor Trustee with respect to less
than all series of Securities in the event the Trustee shall have a "conflicting
interest" within the meaning of the Trust Indenture Act and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee
(it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Securities of any
particular series and it being further understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee); such supplemental indenture (1) to contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, and (2) if the retiring Trustee
is not retiring with respect to all Securities, to contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee; or

          (6) to cure any ambiguity, to correct or supplement any provision in
this Indenture which may be defective or inconsistent with any other provision
herein, or to make any other additions to, deletions from or other changes to
the provisions under this Indenture, provided that such additions, deletions or
other changes shall not adversely affect the interests of any Holder of
Securities of any series or Tranche; or

          (7) to comply with the rules or regulations of any securities exchange
or automated quotation system on which any of the Securities may be listed or
traded; or

          (8) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted, and to add to this Indenture such other provisions as may be expressly
permitted by the Trust Indenture Act, excluding, however the provisions referred
to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as
of which this instrument was executed or any corresponding provision in any
similar federal statute hereafter enacted; or

          (9) to add to, change or eliminate any provisions of the Indenture in
respect of one or more series of Securities; provided that any such addition,
change or elimination (i) shall neither (A) apply to Securities of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision or (B) modify the rights of any Holder with
respect to such


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provision or (ii) shall become effective only when there are no Securities of
any such series Outstanding.

Without limiting the generality of the foregoing, if the Trust Indenture Act as
in effect at the date of the execution and delivery of this Indenture, as
originally executed and delivered, or at any time thereafter shall be amended
and if any such amendment shall require one or more changes to any provisions
hereof or the inclusion herein of any additional provisions, or shall by
operation of law be deemed to effect such changes or incorporate such provisions
by reference or otherwise, this Indenture shall be deemed to have been amended
so as to conform to such amendment to the Trust Indenture Act, and the Company
and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to evidence such amendment hereof.

SECTION 1202. Supplemental Indentures With Consent of Holders.

     Subject to the provisions of Section 1201, with the consent of the Holders
of a majority in aggregate principal amount of the Securities of all series then
Outstanding under this Indenture, considered as one class, by Act of said
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto, in form
satisfactory to the Trustee, for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture;
provided, however, that if there shall be Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series so
directly affected, considered as separate classes, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture shall:

          (1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or change the principal amount
thereof or the rate of interest thereon or the amount of any installment of
interest thereon or of any premium payable upon redemption thereof or change the
method of calculating such rate or any premium payable upon the redemption
thereof or the dates or circumstances of payment of any such premium or change
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 802, or change the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date) or the terms of payment or redemption without the consent of
the Holder of such Security; or

          (2) permit the creation of any Lien (not otherwise permitted hereby)
ranking prior to or on a parity with the Lien of this Indenture with respect to
all or substantially all of the Mortgaged Property, or (except by virtue of a
supplemental indenture described in clause (9) in Section 1201) terminate the
Lien of this Indenture on all or substantially all of the Mortgaged Property or
deprive the Holders of the benefit of the Lien of this Indenture, or waive the
provisions of Section 3.02(f) of the First Supplemental Indenture, without, in
any such case, the consent of the Holders of all Securities then Outstanding; or


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          (3) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of the Holders of which is required for
any such supplemental indenture, or the consent of the Holders of which is
required for any waiver (of compliance with any provision of this Indenture or
any default hereunder and its consequence), or reduce the requirements for
quorum or voting provided for in this Indenture without the consent of the
Holder of each Outstanding Security of such series; or

          (4) modify any of the provisions of this Section 1202, Section 817,
Section 609 or Section 611, except to increase the percentage in principal
amount referred to in this Section or such other Sections or to provide that
certain other provisions of this Indenture cannot be modified or waived, without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section 1202 and Section 609, or the deletion of
this proviso, in accordance with the requirements of Section 1201(5).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of, or that is to remain in effect only so long as there shall be
Outstanding, 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 or Tranche.

     It shall not be necessary for any Act of Holders under this Section 1202 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 1203. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Twelve or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 901) shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 1204. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article Twelve,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. Any supplemental indenture permitted by this Article
Twelve may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.

SECTION 1205. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article Twelve shall
conform to the requirements of the Trust Indenture Act other than Section 311
thereof, and except as otherwise set forth in such supplemental indenture.


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SECTION 1206. Reference in Securities to Supplemental Indentures.

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

SECTION 1207. Modification Without Supplemental Indenture.

     To the extent, if any, that the terms of any particular series of
Securities shall have been established in or pursuant to a Company Resolution or
an Officer's Certificate pursuant to a supplemental indenture or a Company
Resolution as contemplated by Section 301, and not in a supplemental indenture,
additions to, changes in or the elimination of any of such terms may be effected
by means of a supplemental Company Resolution or a supplemental Officer's
Certificate, as the case may be, delivered to, and accepted by, the Trustee;
provided, however, that such supplemental Company Resolution or supplemental
Officer's Certificate shall not be accepted by the Trustee or otherwise be
effective unless all conditions set forth in this Indenture which would be
required to be satisfied if such additions, changes or elimination were
contained in a supplemental indenture shall have been appropriately satisfied.
Upon the acceptance thereof by the Trustee, any such supplemental Company
Resolution or supplemental Officer's Certificate shall be deemed to be a
"supplemental indenture" for purposes of Section 1204 and 1206 and a
"supplemental indenture", "indenture supplemental" to this Indenture or
"instrument" supplemental to this Indenture for purposes of Section 604 and
1401.

                                ARTICLE THIRTEEN.

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301. Purposes for Which Meetings May Be Called.

     A meeting of Holders of Securities of one or more, or all, series, or any
Tranche or Tranches thereof, may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series or Tranches.

SECTION 1302. Call, Notice and Place of Meetings.

          (1) The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and (except
as provided in clause (2) of this Section 1302) at such place in the Borough of
Manhattan, the City of New York, as the Trustee shall determine, or, with the
approval of the Company, at any other place. Notice of every such meeting,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than twenty-one (21) nor more than one hundred
eighty (180) days prior to the date fixed for the meeting.

          (2) The Trustee may be asked to call a meeting of the Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof,
by the Company or by the Holders of a majority in aggregate principal amount of
all of such series and Tranches, considered as one class, for


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any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting. If the Trustee
shall have been asked by the Company to call such a meeting, the Company shall
determine the time and place for such meeting and may call such meeting by
giving notice thereof in the manner provided in clause (1) of this Section, or
shall direct the Trustee, in the name and at the expense of the Company, to give
such notice. If the Trustee shall have been asked to call such a meeting by
Holders in accordance with this clause (2), and the Trustee shall not have given
the notice of such meeting within twenty-one (21) days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Holders of Securities of such series and Tranches, in
the principal amount above specified, may determine the time and the place in
the Borough of Manhattan, The City of New York, or in such other place as shall
be determined or approved by the Company, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.

          (3) Any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding Securities of such series or Tranches are present in
person or by proxy and if representatives of the Company and the Trustee are
present, or if notice is waived in writing before or after the meeting by the
Holders of all Outstanding Securities of such series, or any Tranche or Tranches
thereof, or by such of them as are not present at the meeting in person or by
proxy, and by the Company and the Trustee.

SECTION 1303. Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of one or
more, or all, series, or any Tranche or Tranches thereof, a Person shall be (a)
a Holder of one or more Outstanding Securities of such series or Tranches or (b)
a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series or Tranches by such Holder
or Holders. The only Persons who shall be entitled to attend any meeting of
Holders of Securities of any series or Tranche shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

SECTION 1304. Quorum; Action.

     The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of the series and Tranches with respect to which a
meeting shall have been called as herein before provided, considered as one
class, shall constitute a quorum for a meeting of Holders of Securities of such
series and Tranches; provided, however, that if any action is to be taken at
such meeting which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one class,
shall constitute a quorum. In the absence of a quorum within one hour of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series and Tranches, be dissolved. In
any other case the meeting may be adjourned for such period as may be determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 1305, notice of the reconvening of any meeting adjourned for more
than thirty (30) days shall be given as provided in Section 106 not less than
ten (10) days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series and Tranches which shall constitute a
quorum.


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     Except as limited by Section 1202, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which such meeting shall have been called, considered
as one class; provided, however, that, except as so limited, any resolution with
respect to any action which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class.

     Any resolution passed or decision taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities of the series and Tranches with respect to which such
meeting shall have been held, whether or not present or represented at the
meeting.

SECTION 1305. Attendance at Meetings; Determination of Voting Rights; Conduct
     and Adjournment of Meetings.

          (1) Attendance at meetings of Holders may be in person or by proxy;
and, to the extent permitted by law, any such proxy shall remain in effect and
be binding upon any future Holder of the Securities with respect to which it was
given unless and until specifically revoked by the Holder or future Holder
(except as provided in Section 104) of such Securities before being voted.

          (2) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders in regard to proof of the holding of such Securities and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations and approved by the Company, the
holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section
104. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

          (3) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 1302(2), in which case the
Company or the Holders of Securities of the series and Tranches calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of all series and Tranches represented at the
meeting, considered as one class.

          (4) At any meeting each Holder or proxy shall be entitled to one vote
for each One Thousand Dollars ($1,000) principal amount of Outstanding
Securities held or represented by such Holder; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a
Security or proxy.

          (5) Any meeting duly called pursuant to Section 1302 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate


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principal amount of the Outstanding Securities of all series and Tranches
represented at the meeting, considered as one class; and the meeting may be held
as so adjourned without further notice.

SECTION 1306. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders shall be
by written ballots on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities, of the series and Tranches with respect to which
the meeting shall have been called, held or represented by them. The permanent
chairman of the meeting shall appoint two (2) inspectors of votes who shall
count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

SECTION 1307. Action Without Meeting.

     In lieu of a vote of Holders at a meeting as herein before contemplated in
this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by one or more
written instruments as provided in Section 104.

                                ARTICLE FOURTEEN.

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
                                    EMPLOYEES

SECTION 1401. Exemption from Individual Liability.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, member, manager,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any predecessor or successor corporation or company, either
directly or through the Company or any predecessor or successor corporation or
company or any Successor Corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations of the Company, and that no
such personal liability whatsoever shall attach to, or is or shall be incurred
by, the incorporators, members, managers, stockholders, officers, directors, or
employees, as such, of the Company or any predecessor or successor corporation
or company, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, member, manager, stockholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby


                                       89

<PAGE>

expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.

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

     In no event shall Michigan Transco Holdings, Limited Partnership or any
successor thereto be liable or obligated for any liabilities or obligations of
the Company under this Indenture, any indenture supplemental to this Indenture
or any Securities Outstanding hereunder.


                                       90

<PAGE>

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

                                        MICHIGAN ELECTRIC TRANSMISSION COMPANY,
                                        LLC


                                        By:  /s/ Royal P. Lefere, Jr.
                                            ------------------------------------
                                        Name:  Royal P. Lefere, Jr.
                                              ----------------------------------
                                        Title:  Senior Vice President - Finance
                                               ---------------------------------


                                        JPMORGAN CHASE BANK,
                                        as Trustee


                                        By:  /s/ James D. Heaney
                                            ------------------------------------
                                        Name:  James D. Heaney
                                              ----------------------------------
                                        Title:  Vice President
                                               ---------------------------------

DRAFTED BY:

Dev R. Sen, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019

AFTER RECORDED, RETURN TO:

William R. Wineman
LandAmerica
National Commercial Services
1050 Wilshire Blvd., Suite 310
Troy, MI 48084

<PAGE>

ACKNOWLEDGMENT

STATE OF MICHIGAN   )
                    ) ss.
COUNTY OF WAYNE     )

          On the 10th day of December 2003, before me, Beverly A. Potter, the
undersigned notary public, personally came Royal P. Lefere Jr. of Michigan
Electric Transmission Company, LLC, a limited liability company organized under
the laws of the State of Michigan, and acknowledged that he executed the
foregoing instrument in his authorized capacity, and that by his signature on
the instrument he, or the entity upon behalf of which he acted, executed the
instrument.


                                        ----------------------------------------
                                        By: Beverly A. Potter
                                            Notary Public - Michigan
                                            Wayne County
                                            My Commission Expires Oct. 7, 2007

<PAGE>

ACKNOWLEDGMENT

STATE OF NEW YORK    )
                     ) ss.
COUNTY OF NEW YORK   )

          On the 10th day of December 2003, before me, James M. Foley, the
undersigned notary public, personally came James D. Heaney of JPMorgan Chase
Bank, a banking corporation organized under the laws of the State of New York,
and acknowledged that he executed the foregoing instrument in his authorized
capacity, and that by his signature on the instrument he, or the entity upon
behalf of which he acted, executed the instrument.


                                        ----------------------------------------
                                        By: James M. Foley
                                            No. 01FO6348400
                                            Notary Public State of New York
                                            Qualified in New York County
                                            My Commission Expires Aug. 31, 2006