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




                    NATIONAL ENERGY & GAS TRANSMISSION, INC.

                                  $500,000,000

                      SECURED TRANCHE A TERM NOTES DUE 2011


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


                                    INDENTURE

                          Dated as of October [ ], 2004


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


                              THE BANK OF NEW YORK,
                                     TRUSTEE








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




                             CROSS-REFERENCE TABLE*


Trust Indenture                                                Indenture Section
  Act Section
310 (a)(1).....................................................           7.10
    (a)(2).....................................................           7.10
    (a)(3).....................................................           N.A.
    (a)(4).....................................................           N.A.
    (a)(5).....................................................           7.10
    (b)........................................................           7.10
    (c)........................................................           N.A.
311 (a)........................................................           7.11
    (b)........................................................           7.11
    (c)........................................................           N.A.
312 (a)........................................................           2.05
    (b)........................................................          11.03
    (c)........................................................          11.03
313 (a)........................................................           7.06
    (b)(1).....................................................           N.A.
    (b)(2).....................................................     7.06; 7.07
    (c)........................................................    7.06; 11.02
    (d)........................................................           7.06
314 (a)........................................................    4.03; 11.05
    (b)........................................................          10.02
    (c)(1).....................................................          11.04
    (c)(2).....................................................          11.04
    (c)(3).....................................................           N.A.
    (d)........................................................          10.05
    (e)........................................................          11.05
    (f)........................................................           N.A.
315 (a)........................................................           7.01
    (b)........................................................    7.05; 11.02
    (c)........................................................           7.01
    (d)........................................................           7.01
    (e)........................................................           6.11
316 (a)(last sentence).........................................           2.09
    (a)(1)(A)..................................................           6.05
    (a)(1)(B)..................................................           6.04
    (a)(2).....................................................           N.A.
    (b)........................................................           6.07
    (c)........................................................           9.04
317 (a)(1).....................................................           6.08
    (a)(2).....................................................           6.09
    (b)........................................................           2.04
318 (a)........................................................          11.01
    (b)........................................................           N.A.
    (c)........................................................          11.01
N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..........................1

         Section 1.01. Definitions.............................................1
         Section 1.02. Other Definitions......................................16
         Section 1.03. Incorporation by Reference of Trust Indenture Act......17
         Section 1.04. Rules of Construction..................................17

ARTICLE 2. THE NOTES..........................................................18

         Section 2.01. Form and Dating........................................18
         Section 2.02. Execution and Authentication...........................20
         Section 2.03. Registrar and Paying Agent.............................20
         Section 2.04. Paying Agent to Hold Money in Trust....................21
         Section 2.05. Holder Lists...........................................21
         Section 2.06. Transfer and Exchange..................................21
         Section 2.07. Replacement Notes......................................23
         Section 2.08. Outstanding Notes......................................23
         Section 2.09. Treasury Notes.........................................24
         Section 2.10. Temporary Notes........................................24
         Section 2.11. Cancellation...........................................24
         Section 2.12. Defaulted Interest.....................................25
         Section 2.13. Cusip Numbers..........................................25

ARTICLE 3. REDEMPTION.........................................................25

         Section 3.01. Notices to Trustee.....................................25
         Section 3.02. Selection of Notes to Be Redeemed......................25
         Section 3.03. Notice of Redemption...................................26
         Section 3.04. Effect of Notice of Redemption.........................27
         Section 3.05. Deposit of Redemption Price............................27
         Section 3.06. Notes Redeemed in Part.................................27
         Section 3.07. Optional Redemption....................................27
         Section 3.08. Mandatory Redemption Out of Excess Cash Flow...........28
         Section 3.09. Mandatory Redemption Out of Net Proceeds of Principal
                       Asset Sales............................................28
         Section 3.10. Offer to Purchase Notes................................29

ARTICLE 4. COVENANTS..........................................................31

         Section 4.01. Payment of Notes.......................................31
         Section 4.02. Maintenance of Office or Agency........................31
         Section 4.03. Reports................................................32
         Section 4.04. Compliance Certificate.................................32
         Section 4.05. Taxes..................................................33

                                      -i-


                                TABLE OF CONTENTS
                                   (CONTINUED)


         Section 4.06. Stay, Extension and Usury Laws.........................33
         Section 4.07. Dividends; Restricted Investments......................33
         Section 4.08. Dividend and Other Payment Restrictions Affecting
                       Subsidiaries...........................................35
         Section 4.09. Incurrence of Indebtedness.............................35
         Section 4.10. Asset Sales............................................38
         Section 4.11. Transactions with Affiliates...........................39
         Section 4.12. Liens..................................................40
         Section 4.13. Line of Business.......................................40
         Section 4.14. Corporate Existence....................................40
         Section 4.15. Offer to Purchase upon a Change of Control.............40
         Section 4.16. Limitation on Issuances and Sales of Capital Stock of
                       Restricted Subsidiaries................................41
         Section 4.17. Payments for Consent...................................41

ARTICLE 5. SUCCESSORS.........................................................42

         Section 5.01. Merger, Consolidation or Sale of Assets................42
         Section 5.02. Successor Corporation Substituted......................42
         Section 5.03. Exclusion..............................................43

ARTICLE 6. DEFAULTS AND REMEDIES..............................................43

         Section 6.01. Events of Default......................................43
         Section 6.02. Acceleration...........................................45
         Section 6.03. Other Remedies.........................................45
         Section 6.04. Waiver of Past Defaults................................45
         Section 6.05. Control by Majority....................................46
         Section 6.06. Limitation on Suits....................................46
         Section 6.07. Rights of Holders of Notes to Receive Payment..........46
         Section 6.08. Collection Suit by Trustee.............................46
         Section 6.09. Trustee May File Proofs of Claim.......................47
         Section 6.10. Priorities.............................................47
         Section 6.11. Undertaking for Costs..................................47

ARTICLE 7. TRUSTEE............................................................48

         Section 7.01. Duties of Trustee......................................48
         Section 7.02. Rights of Trustee......................................49
         Section 7.03. Individual Rights of Trustee...........................50
         Section 7.04. Trustee's Disclaimer...................................50
         Section 7.05. Notice of Defaults.....................................50
         Section 7.06. Reports by Trustee to Holders of the Notes.............50
         Section 7.07. Compensation and Indemnity.............................51
         Section 7.08. Replacement of Trustee.................................52

                                      -ii-


                                TABLE OF CONTENTS
                                   (CONTINUED)


         Section 7.09. Successor Trustee by Merger, Etc.......................53
         Section 7.10. Eligibility; Disqualification..........................53
         Section 7.11. Preferential Collection of Claims Against Issuer.......53

ARTICLE 8. DISCHARGE OF INDENTURE;  LEGAL DEFEASANCE AND COVENANT DEFEASANCE..53

         Section 8.01. Satisfaction and Discharge of Indenture................53
         Section 8.02. Option to Effect Legal Defeasance or Covenant
                          Defeasance..........................................54
         Section 8.03. Legal Defeasance and Discharge.........................54
         Section 8.04. Covenant Defeasance....................................54
         Section 8.05. Conditions to Legal or Covenant Defeasance.............55
         Section 8.06. Deposited Money and Government Obligations to Be Held
                       in Trust; Other Miscellaneous Provisions...............56
         Section 8.07. Repayment to Issuer....................................57
         Section 8.08. Reinstatement..........................................57

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER...................................57

         Section 9.01. Without Consent of Holders of Notes....................57
         Section 9.02. With Consent of Holders of Notes.......................58
         Section 9.03. Compliance with Trust Indenture Act....................59
         Section 9.04. Revocation and Effect of Consents......................59
         Section 9.05. Notation on or Exchange of Notes.......................60
         Section 9.06. Trustee to Sign Amendments, Etc........................60

ARTICLE 10. SECURITY..........................................................60

         Section 10.01. Pledge and Intercreditor Agreements...................60
         Section 10.02. Recording and Opinions................................61
         Section 10.03. Actions to Protect Collateral.........................62
         Section 10.04. Receipt of Funds Under Security Documents.............62
         Section 10.05. Release of Collateral.................................62
         Section 10.06. Intercreditor Agreement...............................63

ARTICLE 11. MISCELLANEOUS.....................................................63

         Section 11.01. Trust Indenture Act Controls..........................63
         Section 11.02. Notices...............................................63
         Section 11.03. Communication by Holders of Notes with Other
                           Holders of Notes...................................64
         Section 11.04. Certificate and Opinion as to Conditions Precedent....64
         Section 11.05. Statements Required in Certificate or Opinion.........64
         Section 11.06. Rules by Trustee and Agents...........................65

                                     -iii-


                                TABLE OF CONTENTS
                                   (CONTINUED)


         Section 11.07. No Personal Liability of Directors, Officers, etc.....65
         Section 11.08. Governing Law.........................................65
         Section 11.09. No Adverse Interpretation of Other Agreements.........65
         Section 11.10. Successors............................................65
         Section 11.11. Severability..........................................66
         Section 11.12. Counterpart Originals.................................66
         Section 11.13. Table of Contents, Headings, Etc......................66

                                    SCHEDULES

Schedule A    Unrestricted Subsidiaries

                                    EXHIBITS

Exhibit A     Form of Note

Exhibit B     Form of Pledge Agreement

Exhibit C     Form of Collateral Agency and Intercreditor Agreement



                                      -iv-


         INDENTURE dated as of October [13], 2004 between National Energy & Gas
Transmission, Inc., a Delaware corporation (the "Issuer"), and The Bank of New
York, a New York banking corporation (the "Trustee").

                                    RECITALS

         WHEREAS, on July 8, 2003, the Issuer (then known as "PG&E National
Energy Group, Inc.") and certain of the Issuer's subsidiaries (collectively the
"Debtors") filed with the Bankruptcy Court (such term and other capitalized
terms used in these recitals without definition having the meanings ascribed to
them in Article I of this Indenture) voluntary petitions for relief under the
Bankruptcy Code, such proceedings (the "Chapter 11 Cases") being jointly
administered under Case No. 03-30459 (PM); and

         WHEREAS, the Bankruptcy Court has confirmed the Modified Third Amended
Plan of Reorganization, dated April 28, 2004, of the Issuer, which provides,
inter alia, for the holders of certain claims to receive, in partial
satisfaction of their claims, Tranche A and Tranche B Notes of the Issuer, all
as set forth in the Plan of Reorganization and the Disclosure Statement related
thereto; and

         WHEREAS, the Plan of Reorganization contemplates that such Tranche A
Notes will be issued pursuant to and governed by an indenture and related
documentation;

         NOW, THEREFORE, in consideration of the premises and of the agreements,
provisions and covenants herein contained, the Issuer and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Secured Tranche A Term Notes due 2011 to be issued hereunder
pursuant to the Plan of Reorganization (the "Notes"):


                                   ARTICLE I.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

                  SECTION 1.01. Definitions.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

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

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depository that apply to such transfer or exchange.



         "Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets (excluding any Sale/Leaseback Transaction, the granting of a
Permitted Lien and the transfer or disposition of cash and Cash Equivalents)
other than sales in the ordinary course of business, sales, transfers or other
dispositions in the ordinary course of business of worn out, obsolete or surplus
equipment, licensing of intellectual property in the ordinary course of business
and leasing of premises and related assets in the ordinary course of business
(provided, however, that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Issuer and its Restricted Subsidiaries
taken as a whole will be governed by Section 4.15 and/or Article 5 hereof to the
extent, if any, provided therein, and not by Section 4.10 hereof) and (ii) the
sale by the Issuer or any of its Restricted Subsidiaries of Equity Interests in
any Restricted Subsidiary of the Issuer, in the case of either clause (i) or
(ii), whether in a single transaction or a series of related transactions, for
Net Proceeds in excess of $500,000. Notwithstanding anything in this Indenture
to the contrary, none of the following shall be deemed to be an Asset Sale: (i)
a transfer of assets or Equity Interests by the Issuer to a Restricted
Subsidiary or by a Restricted Subsidiary to the Issuer or to another Restricted
Subsidiary; (ii) an issuance of Equity Interests by a Restricted Subsidiary to
the Issuer or to another Restricted Subsidiary; (iii) Swaps; (iv) Permitted
Investments or Restricted Investments that are permitted by Section 4.07 hereof;
(v) any sale of an Equity Interest in, or Indebtedness or other securities of,
an Unrestricted Subsidiary; (vi) foreclosures on assets or Equity Interests; and
(vii) sales, assignments, transfers or other dispositions of accounts in the
ordinary course of business for purposes of collection.

         "Bankruptcy Code" means Title 11, U.S. Code.

         "Bankruptcy Court" means the United States Bankruptcy Court for the
District of Maryland, Greenbelt Division, in which the Debtors' Chapter 11 Cases
were jointly administered.

         "Bankruptcy Law" means the Bankruptcy Code or any similar federal or
state law for the relief of debtors, as amended from time to time.

         "Beneficial Owner" means "beneficial owner" as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act; provided, however, that a
Person shall not be deemed to have beneficial ownership of securities subject to
a stock purchase agreement, merger agreement, or similar agreement until the
consummation of the transactions contemplated by such agreement.

         "Board of Directors" means the Board of Directors of the Issuer or any
authorized committee of the Board of Directors.

         "Board Resolution" means a resolution of the Board of Directors.

         "Business Day" means any day except a Saturday, Sunday or other day in
The City of New York, or in the city of the principal corporate trust office of
the Trustee, on which banks are authorized to close.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other

                                      -2-


equivalents (however designated) of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash" means cash and cash equivalents, including but not limited to
bank deposits, checks and other similar items.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States of
America or any agency or instrumentality thereof (provided that the full faith
and credit of the United States of America is pledged in support thereof), (iii)
time deposits and certificates of deposit, including eurodollar time deposits,
of any commercial bank organized in the United States having capital and surplus
in excess of $100,000,000, in each case with a maturity date not more than one
year from the date of acquisition, (iv) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (i) and (ii) above entered into with any bank meeting the qualifications
specified in clause (iii) above and organized in the United States, (v) direct
obligations issued by any state of the United States of America or any political
subdivision of any state or any public instrumentality thereof maturing within
90 days after the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from either Standard & Poor's
Ratings Services or Moody's Investors Service, Inc. (or, if at any time neither
Standard & Poor's Ratings Services nor Moody's Investors Service, Inc. shall be
rating such obligations, then from such other nationally recognized rating
service as shall be designated by the Issuer), (vi) commercial paper issued by
the parent corporation of any commercial bank organized in the United States
having capital and surplus in excess of $100,000,000, and commercial paper
issued by others having one of the two highest ratings obtainable from either
Standard & Poor's Ratings Services or Moody's Investors Service, Inc. (or, if at
any time neither Standard & Poor's Ratings Services nor Moody's Investors
Service, Inc. shall be rating such obligations, then from such other nationally
recognized rating service as shall be designated by the Issuer) and in each case
maturing within one year after the date of acquisition, (vii) overnight bank
deposits and bankers' acceptances at any commercial bank organized in the United
States having capital and surplus in excess of $100,000,000, (viii) deposits
available for withdrawal on demand with commercial banks organized in the United
States having capital and surplus in excess of $50,000,000 and (ix) investments
in money market funds substantially all of whose assets comprise securities of
the types described in clauses (i) through (viii) above.

         "Cash Flow" means, with respect to the Issuer for any period, the sum
of (i) cash dividends and distributions, (ii) cash repayments of intercompany
loans or advances outstanding at the date of this Indenture and (iii) tax
payments made without violation of the provisions of Section 4.11 hereof, in
each case received by the Issuer from any of its Subsidiaries, directly or
indirectly, for such period; provided that the term "Cash Flow" as used in the
definition herein of the term "Ratio of Cash Flow to Fixed Charges" shall refer
to "Restricted Subsidiaries" and not to "Subsidiaries."

         "Cash on Hand" means Cash available for use by the Issuer in the
operation and/or winddown of its business, net of any Cash necessary to make
Distributions to holders of

                                      -3-


Administrative Claims, Fee Claims, Secured Claims, Priority Claims and Priority
Tax Claims (or, in the case of those of such Claims that are contingent Claims,
unliquidated Claims or Disputed Claims, to establish appropriate reserves), that
is not subject to any secured claims, interests, Liens or encumbrances other
than any Liens created pursuant to this Indenture or the Tranche B Indenture and
any New Credit Facility (all terms used in this definition that are not defined
herein being used as defined in the Plan).

         "Change of Control" means an event whereby (i) any Person or Group (as
such term is defined in Rule 13d-5 of the Exchange Act) of related Persons
(other than a Wholly Owned Restricted Subsidiary or a member of the Initial
Control Group or, in each case, an Affiliate thereof) acquires all or
substantially all of the Issuer's assets (provided that any acquisition of
assets or Equity Interests pursuant to any one or more Principal Asset Sales
shall not be deemed an acquisition of all or substantially all of the Issuer's
assets for purposes of this provision); or (ii) any Person or Group (other than
a Wholly Owned Restricted Subsidiary or a member of the Initial Control Group
or, in each case, an Affiliate thereof) becomes, by way of merger,
consolidation, other business combination or otherwise, the Beneficial Owner of
Voting Stock representing more than 50% of the total voting power entitled to
vote in the election of directors, managers or trustees of the Issuer or such
other Person surviving the transaction; or (iii) during any period of two
consecutive years after the effective date of the Plan, individuals who at the
beginning of such period constituted the Board of Directors of the Issuer
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the stockholders of the Issuer was approved by
a vote of at least a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
was previously so approved or any new directors who were nominated to serve on
behalf of the Initial Control Group) cease for any reason to constitute a
majority of the Board of Directors of the Issuer then in office.

         "Collateral" has the meaning set forth in the Pledge Agreement.

         "Commission" or "SEC" means the Securities and Exchange Commission and
any successor agency.

         "Consolidated Net Worth" means, with respect to any Person, the value
of the common, partnership or other equity of such Person and its Consolidated
Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

         "Consolidated Subsidiary" shall mean with respect to any Person at any
date any Subsidiary or other entity the accounts of which would be consolidated
in accordance with GAAP with those of such Person in its consolidated financial
statements as of such date.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Issuer.

         "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

                                      -4-


         "Definitive Notes" means Notes that are in the form of Note attached
hereto as Exhibit A that do not contain the provisions referred to in footnotes
2 and 3 thereto or the Schedule of Exchanges of Notes attached thereto.

         "Depository" means, with respect to the Notes issuable or issued in
whole or in part as Global Notes, the Person specified in Section 2.03 hereof as
the Depository with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Excess Cash" means, after deducting all Cash on Hand, all Cash as and
when received by the Issuer from the Issuer's Subsidiaries that are not debtors
in the Chapter 11 Cases, which Cash is in the Issuer's cash management system as
of the effective date of the Plan.

         "Excess Cash Flow" means, as of each April 30 and October 31, the Cash
Flow received by the Issuer for the six-month period ended on the preceding
December 31 or June 30, as the case may be, net of operating expenses, payments
with respect to Indebtedness and Investments permitted hereunder and less
reduction for reserves established by the Board of Directors in good faith for
working capital, interest, capital expenditures and reorganization, wind-down
and other non-recurring costs and expenses, which amounts, including the amounts
of any such reserves, shall be set forth in an Officers' Certificate delivered
to the Trustee within ninety days after the last day of such six-month period,
provided that Excess Cash Flow shall not include (i) proceeds of Asset Sales or
other sales of assets or (ii) Excess Cash or other amounts reserved or held for
distributions to creditors or claimants pursuant to the Plan; and provided
further, that in the case of each six-month period for which Excess Cash Flow
has been determined hereunder, the Board of Directors shall, at the time that it
determines Excess Cash Flow for the subsequent six-month period, review the
reserves established for the prior six-month period and shall make such
adjustments thereto as it shall determine to be necessary in light of then
existing circumstances, and any such adjustments shall be used for purposes of
calculating Excess Cash Flow for such subsequent six-month period.

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

         "Existing Indebtedness" means Indebtedness of the Issuer or any of its
Restricted Subsidiaries (other than Indebtedness incurred pursuant to the Plan)
in existence on the date of this Indenture, after giving effect to the
provisions of the Plan.

         "Fixed Charges" means, with respect to the Issuer for any period, the
sum, without duplication, of (i) the aggregate amount of interest expense and
commitment and other fees with

                                      -5-


respect to Funded Indebtedness of the Issuer Scheduled to be Paid for such
period, including (A) net costs under Swaps, (B) capitalized interest paid in
cash, (C) the interest portion of any deferred payment obligation and (D)
payments in the nature of interest under Lease Obligations and (ii) the
aggregate amount of all mandatory scheduled fixed payments (whether designated
as payments or prepayments) and scheduled sinking fund payments with respect to
principal of any Funded Indebtedness of the Issuer, including payments in the
nature of principal under Lease Obligations.

         "Funded Indebtedness" of a Person means all Indebtedness of such Person
(after intercompany eliminations) other than any Guaranty obligations that are
not reasonably quantifiable under standard accounting practices as of the date
of determination.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and in statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture.

         "Global Note" means a Note that contains the provisions referred to in
footnotes 2 and 3 to the form of Note attached hereto as Exhibit A and the
Schedule of Exchanges of Notes attached thereto.

         "GTN" means Gas Transmission Northwest Corporation, a California
corporation.

         "GTN Entity" means Gas Transmission Corporation and each of its
Restricted Subsidiaries and their respective successors.

         "Guaranty" shall mean (a) a guaranty by a Person (other than by
endorsement of negotiable instruments for deposit or collection in the ordinary
course of business), directly or indirectly, in any manner, of any part or all
of the obligations of another Person; or (b) an agreement by a Person, direct or
indirect, contingent or otherwise, and whether or not constituting a guaranty,
the practical effect of which is to assure the payment or performance (or
payment of damages in the event of nonperformance) of any part or all of the
obligations of another Person (other than in respect of operating leases),
whether by (i) the purchase of securities or obligations, (ii) the purchase,
sale or lease of property or the purchase or sale of services primarily for the
purpose of enabling the obligor with respect to such obligation to make any
payment or performance (or payment of damages in the event of nonperformance) of
or on account of any part or all of such obligation, or to assure the obligee of
such obligation against loss, (iii) repayment of amounts drawn by beneficiaries
of letters of credit, (iv) the maintenance of working capital, equity capital,
available cash or other financial statement condition so as to enable the
primary obligor to pay Indebtedness, (v) the provision of equity or other
capital under or in respect of equity or other capital subscription
arrangements, (vi) the supplying of funds to or investing in a Person on account
of all or any part of such Person's obligations or indemnifying or holding
harmless such Person against any part or all of such obligations or (vii) the
placing of any Lien on property (including, without limitation, accounts and
contract rights) of a Person to secure another Person's Indebtedness.

                                      -6-


         "Holder" means a Person in whose name a Note is registered.

         "Indebtedness" means, with respect to any Person, without duplication,
any indebtedness of such Person in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances or
representing Lease Obligations, or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), or
the balance deferred and unpaid of the purchase price of any property (except
any such balance that constitutes an accrued expense or trade payable), if and
to the extent that any of the foregoing indebtedness (other than letters of
credit) would appear as a liability upon a balance sheet of such Person prepared
in accordance with GAAP, as well as all Indebtedness of others secured by a Lien
on any asset of such Person (whether or not such Indebtedness is assumed by such
Person) to the extent of the fair market value of such asset where the
Indebtedness so secured is not the Indebtedness of such Person and, to the
extent not otherwise included, the Guaranty by such Person of any Indebtedness
of any other Person.

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

         "Initial Control Group" means any Person or Group (as such term is
defined in Rule 13d-5 under the Exchange Act) which immediately after the
consummation of the Reorganization is (or would be assuming the issuance at such
time by the Federal Energy Regulatory Commission of any order or approval
necessary in connection with the acquisition by such Person or Group of such
common stock) the Beneficial Owner of at least 10% of the outstanding common
stock of the Issuer or any Affiliate of any such Person or Group.

         "Insolvency or Liquidation Proceeding" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Issuer or to the creditors
of the Issuer, as such, or to the assets of the Issuer, (ii) any liquidation,
dissolution, reorganization or winding up of the Issuer, whether voluntary or
involuntary and involving insolvency or bankruptcy, or (iii) any assignment for
the benefit of creditors or any other marshalling of assets and liabilities of
the Issuer.

         "Intercreditor Agreement" means the Collateral Agency and Intercreditor
Agreement dated as of the date of initial issuance of the Notes among the
Issuer, the Trustee, the Tranche B Trustee, any Person made a party thereto
pursuant to a New Credit Facility and the collateral agent named in such
Collateral Agency and Intercreditor Agreement, substantially in the form
attached hereto as Exhibit C, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the provisions hereof
and thereof.

         "Investment Vehicle" means each Restricted Subsidiary of the Issuer
which is organized solely to acquire, make or hold one or more investments in an
Operating Company or Operating Companies, either directly or indirectly through
one or more other Investment Vehicles.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guaranties of

                                      -7-


Indebtedness or other obligations but excluding Guaranties issued in compliance
with this Indenture), advances or capital contributions (excluding advances to
officers and employees made in the ordinary course of business) and purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Issuer
or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer
such that, after giving effect to any such sale or disposition, such Subsidiary
is no longer a Restricted Subsidiary of the Issuer or another Restricted
Subsidiary, the Issuer shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Subsidiary not sold or disposed of in an amount determined as
provided in subsection (e) of Section 4.07 hereof. A provision in an agreement
relating to the purchase or sale of any of the Issuer's or its Restricted
Subsidiaries' assets containing an "earn out" or providing for an adjustment to
the purchase or sale price based on a financial statement relating to the assets
purchased or sold shall not be deemed to be an "Investment."

         "IPP Entities" means (i) National Energy Power Company, LLC and each of
its Restricted Subsidiaries, (ii) Madison Windpower LLC, (iii) Plains End, LLC
and (iv) any Restricted Subsidiary of the Issuer formed, pursuant to the
provisions of an IPP Sale Agreement, to hold Equity Interests of another IPP
Entity, and in each case their respective successors.

         "IPP Sale Agreement" means any agreement or instrument to which one or
more Restricted Subsidiaries of the Issuer are party, providing for the sale by
a Restricted Subsidiary of Equity Interests or assets of any of the IPP Entities
or for transactions relating thereto.

         "Lease Obligations" means any Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting
purposes, with the amount of such Indebtedness to be determined in accordance
with GAAP.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

         "Net Proceeds" means the aggregate cash proceeds received by the Issuer
in respect of an Asset Sale by the Issuer or received by the Issuer from any
Restricted Subsidiary in respect of an Asset Sale by such Restricted Subsidiary
or by any direct or indirect subsidiary thereof (including in each case, without
limitation, any cash received upon the sale, payment or other disposition of any
non-cash consideration received in any Asset Sale and any cash received by the
Issuer upon release or termination of any reserve, escrow or holdback referred
to below), net of the direct costs relating to such Asset Sale (including,
without limitation, legal, accounting and investment banking fees, consent fees
to facilitate such Asset Sale and sales commissions), any relocation expenses
incurred as a result thereof, taxes paid or that may be payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax-sharing arrangements), any reserve or escrow that may be established in
accordance with GAAP or the

                                      -8-


terms of any agreement relating to such Asset Sale, any other reserve or
holdback established in good faith by the Board of Directors of the Issuer or
such Restricted Subsidiary on account of purchase price adjustments or
liabilities (including in respect of indemnification) that may arise out of such
transaction, any amount applied or held for application to the funding of an
investment referred to in item (m) of the definition of the term "Permitted
Investments" herein and the amount of any payment of the outstanding principal
of, premium or penalty, if any, and interest on any indebtedness or obligation
that is secured by a Lien on the asset in question or that is otherwise required
to be paid or repaid under the terms thereof; provided, however, that aggregate
cash proceeds shall not (i) include proceeds of any loan made to a Restricted
Subsidiary of the Issuer by or on behalf of any purchaser of Assets or Equity
Interests in accordance with the provisions of an IPP Sale Agreement or (ii) be
deemed to have been received by the Issuer from any such Subsidiary in respect
of an Asset Sale by such Subsidiary unless such proceeds may be paid to the
Issuer without legal or contractual restriction applicable to such Subsidiary.

         "New Credit Facility" means a working capital financing agreement
(which may include provisions for letters of credit) between or among any of the
Issuer, one or more Restricted Subsidiaries of the Issuer and one or more banks
or other financial institutions, including any related notes, guaranties,
collateral documents, instruments and agreements executed in connection
therewith, entered into after the confirmation date of the Plan, in each case as
amended, supplemented or otherwise modified from time to time.

         "Non-Recourse Debt" means Indebtedness of any Operating Company or
Investment Vehicle (i) as to which neither the Issuer nor any Restricted
Subsidiary that is not a member of the same Operating Company Group (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness (but excluding letters of credit referred to
in clause (b) of the definition of the term "Permitted Investments" herein), (b)
is directly or indirectly liable (as a guarantor or otherwise) or (c)
constitutes the lender and (ii) no default in respect of which would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the
Issuer or any Restricted Subsidiary that is not a member of the same Operating
Company Group to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity.

         "Note Custodian" means the Trustee, as custodian with respect to the
Notes issued as Global Notes, or any successor entity thereto.

         "Obligations" means any principal, interest, penalties, expenses, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Issuer by two Officers of the Issuer and that meets the requirements of Section
11.05 hereof.

                                      -9-


         "Operating Company" means any Restricted Subsidiary (a) (i) whose
principal purpose is the acquisition, improvement, installation, design,
engineering, construction, development, completion, financing, maintenance or
operation of all or any part of a project or projects, or any asset related
thereto, used in the business of generating, transmitting, transporting,
distributing, producing or storing electric power, thermal energy, natural gas
or other fuel or other energy-related businesses and (ii) substantially all the
assets of which are limited to those assets that have been or are being or will
be financed, or the operation of which has been or is being or will be financed,
in whole or in part, by Non-Recourse Debt incurred by such Restricted Subsidiary
and/or any Investment Vehicle that is a member of the same Operating Company
Group or, subject to the provisions of Section 4.07 hereof, by contributions or
intercompany loans from the Issuer or any other Restricted Subsidiary, or (b)
which Restricted Subsidiary is a Subsidiary of an entity described in clause (a)
and the business and assets of which are related to the business of such entity
and which does not incur any Indebtedness other than Non-Recourse Debt or
contributions or intercompany loans from an Operating Company or Investment
Vehicle that is a member of the same Operating Company Group or, subject to the
provisions of Section 4.07 hereof, the Issuer or any other Restricted
Subsidiary.

         "Operating Company Group", when used with reference to an Operating
Company, means such Operating Company, each Investment Vehicle that owns,
directly or indirectly, Equity Interests of such Operating Company and each
other Operating Company Equity Interests of which are owned, directly or
indirectly, by any such Investment Vehicle.

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee and that meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Issuer, any
Subsidiary of the Issuer or the Trustee.

         "Participant" means, with respect to the Depository, a Person that has
an account with the Depository.

         "Permitted Business" means (i) the business of generating,
transmitting, transporting, distributing, producing or storing electric power,
thermal energy, natural gas or other fuel, (ii) the development, acquisition,
disposition, financing and operation of projects and facilities for such
purposes and other businesses related or incidental thereto or that are a
reasonable extension thereof, (iii) ownership of Persons engaged in or assets
used in such businesses and (iv) other businesses engaged in by the Issuer or
its Subsidiaries on the date of this Indenture or similar lines of businesses to
those engaged in by the Issuer or its Subsidiaries on the date of this
Indenture, but not including the business of trading in power, energy or fuel
except as necessary or incidental to the businesses referred to in item (i)
above.

         "Permitted Investments" means (a) any Investment in the Issuer or in a
Restricted Subsidiary of the Issuer (other than Investments (i) by the Issuer in
Operating Companies or Investment Vehicles (except as permitted by the following
clause (b)) or (ii) by Operating Companies or Investment Vehicles in other
Operating Companies or Investment Vehicles that are not members of the same
Operating Company Group); (b) any Investment by the Issuer consisting of the
provision by the Issuer of, or the arrangement by the Issuer for the issuance
of, any letter of credit to an Operating Company or Investment Vehicle for use
in its business; (c) any Investment in Cash Equivalents; (d) any Investment by
the Issuer or any Restricted

                                      -10-


Subsidiary of the Issuer in a Person if as a result of such Investment (i) such
Person becomes a Restricted Subsidiary of the Issuer or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Issuer or a
Restricted Subsidiary of the Issuer; (e) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made in compliance
with Section 4.10 hereof; (f) any Investment to the extent made in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Issuer
or a Restricted Subsidiary; (g) obligations or securities received in connection
with any good faith settlement or Insolvency or Liquidation Proceeding; (h)
Swaps entered into in the ordinary course of business in connection with the
operation of the business of the Issuer and its Restricted Subsidiaries or as
required by any Indebtedness issued in compliance with this Indenture; (i)
prepaid expenses and loans or advances to employees and similar items in the
ordinary course of business; (j) endorsements of negotiable instruments and
other similar negotiable documents; (k) transactions with Affiliates permitted
under this Indenture; (l) Investments outstanding as of the date of this
Indenture or required to be made pursuant to an IPP Sale Agreement or by any
agreement existing as of the date of this Indenture and by which the Issuer or
any of its Restricted Subsidiaries is bound; (m) Investments consisting of
acquisitions by an IPP Entity, or by any other Restricted Subsidiary of the
Issuer that is party to an IPP Sale Agreement, of assets or Equity Interests
that were sold or transferred in an Asset Sale effected pursuant to an IPP Sale
Agreement, to the extent provided for in such Agreement; (n) investments
permitted to be incurred as Indebtedness under Section 4.09 hereof; and (o)
other Investments in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (o) that are at the time outstanding, not to exceed
the sum of (A) $5 million and (B) the aggregate net cash proceeds (or non-cash
proceeds when converted into cash) received by the Issuer and its Restricted
Subsidiaries from the sale or disposition of investments existing as of the date
of this Indenture or made pursuant to this clause (o).

         "Permitted Liens" means (i) Liens in favor of the Trustee or the
Holders or otherwise arising under this Indenture, the Notes or the Security
Documents; (ii) Liens in favor of the Tranche B Trustee or the Holders (as such
term is defined in the Tranche B Indenture) or otherwise arising under the
Tranche B Indenture or the Security Documents (as such term is defined in the
Tranche B Indenture); (iii) Liens securing Indebtedness and obligations under a
New Credit Facility; (iv) Liens securing Indebtedness permitted pursuant to any
of items (v), (vi), (ix), (xv) and (xvii) of the second paragraph of Section
4.09 hereof; (v) Liens in favor of the Issuer or any Restricted Subsidiary; (vi)
Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Issuer or any Restricted Subsidiary of the Issuer,
provided that such Liens do not extend to any assets other than those of the
Person merged into or consolidated with the Issuer; (vii) Liens on property
existing at the time of acquisition thereof by the Issuer or any Restricted
Subsidiary of the Issuer; (viii) Liens to secure Indebtedness (including Lease
Obligations) permitted by item (vii) of the second paragraph of Section 4.09
hereof covering only the assets acquired with such Indebtedness and any
improvements or accessions thereto; (ix) Liens on any asset of the Issuer or any
Restricted Subsidiary incurred or assumed for the purpose of financing all or
any part of the cost of acquiring, constructing or improving such asset,
provided that such Lien attaches contemporaneously with, or within 12 months of,
the purchase, construction or improvement of such asset; (x) Liens existing on
the date of this Indenture; (xi) Liens for taxes, assessments or governmental
charges or claims that

                                      -11-


are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; (xii) Liens incurred in connection with
Permitted Refinancing Indebtedness, but only if such Liens extend to no more
assets than the Liens securing the Indebtedness being refinanced; (xiii)
statutory Liens of landlords and carriers', warehousemen's, mechanics',
suppliers', materialmen's, repairmen's or other like Liens (including
contractual landlords' liens) arising in the ordinary course of business; (xiv)
Liens incurred or deposits made in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other types of social
security; (xv) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, statutory obligations, surety and appeal bonds,
government contracts, trade contracts, performance and return-of-money bonds and
other obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (xvi) easements,
rights-of-way, zoning and other restrictions, covenants, conditions,
encroachments and matters of title that would be disclosed by an accurate survey
or inspection and other defects or irregularities in title and other similar
charges or encumbrances not interfering in any material respect with the
business of the Issuer and its Subsidiaries; (xvii) Liens arising from filing
Uniform Commercial Code financing statements or similar instruments regarding
leases (other than true leases and true consignments); (xviii) Liens arising by
or pursuant to operation of law in connection with judgments or attachments,
except to the extent that an Event of Default occurs and is continuing under
Section 6.01(f) hereof by reason of the entry and lack of discharge of such
judgment or attachment; (xix) licenses (with respect to intellectual property
and other property), leases or subleases not interfering in any material respect
with the ordinary conduct of the business of the Issuer and its Subsidiaries;
(xx) Liens which are provided for by the Plan, including Liens consisting of
restrictions on funds of the Issuer held for distribution to creditors or other
Persons pursuant to the Plan; (xxi) Liens pursuant to escrow or similar
agreements or arrangements in connection with Asset Sales; (xxii) Liens incurred
pursuant to or in connection with an IPP Sale Agreement, provided that such
Liens do not attach to assets of the Issuer or of any Restricted Subsidiary of
the Issuer other than the IPP Entity or Entities whose assets or Equity
Interests are the subject of such Agreement or any Restricted Subsidiary that is
the seller of any such Equity Interests; (xxiii) Liens incurred pursuant to any
agreement or arrangement permitted by clause (iv) or (vii) of Section 4.11
hereof (including without limitation Liens incurred pursuant to any related
escrow or similar agreement or arrangement); and (xxiv) Liens incurred in the
ordinary course of business of the Issuer or any Restricted Subsidiary of the
Issuer with respect to obligations that do not exceed $5 million at any one time
outstanding and that are not incurred in connection with the borrowing of money
or the obtaining of advances or credit (other than trade credit in the ordinary
course of business).

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Issuer or any of its Restricted Subsidiaries
incurred or outstanding pursuant to any of items (i), (viii), (xii), (xvi) and
(xvii) of the second paragraph of Section 4.09 hereof; provided that: (i) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the amount that is the sum of (i) the
principal amount (or accreted value, if applicable), of the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded plus $5 million
(except to the extent that any such increase over such principal amount (or
accreted value) is a

                                      -12-


result of a concurrent incurrence of additional Indebtedness permitted under
this Indenture), plus (ii) prepayment premium (or any defeasance costs) and
accrued interest on such Indebtedness plus (iii) the amount of reasonable
expenses incurred in connection therewith; (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred either by the Issuer or by the
Restricted Subsidiary which is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

         "Permitted Sale-Leaseback Transactions" means Sale/Leaseback
Transactions entered into by an Operating Company in connection with or as part
of a financing permitted pursuant to item (v) of the second paragraph of Section
4.09 hereof.

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

         "Plan of Reorganization" or "Plan" means the Modified Third Amended
Plan of Reorganization, dated April 28, 2004, of the Issuer, confirmed by the
Bankruptcy Court on May 3, 2004, as the same may be further amended,
supplemented or otherwise modified from time to time, providing for, inter alia,
this Indenture.

         "Pledge Agreement" means the Pledge Agreement dated as of the date of
initial issuance of the Notes between the Issuer and the Trustee, substantially
in the form attached hereto as Exhibit B, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
provisions hereof and thereof.

         "Principal Asset Sale" means an Asset Sale consisting of a sale (i) by
the Issuer of Equity Interests of any of the GTN Entities or IPP Entities or
(ii) by a Restricted Subsidiary of the Issuer of Equity Interests or assets of
any of the GTN Entities or IPP Entities.

         "Ratio of Cash Flow to Fixed Charges" means, as of the end of each
fiscal quarter of the Issuer, the ratio of (a) Cash Flow of the Issuer for the
period of four consecutive fiscal quarters ending on, or most recently ended
prior to, such date (or, if less, the number of full consecutive fiscal quarters
that have elapsed since the effective date of the Plan) to (b) Fixed Charges of
the Issuer for such period.

         "Reorganization" means the transactions consummated pursuant to the
Plan.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any such

                                      -13-


officer and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Sale/Leaseback Transaction" means any lease whereby any Person becomes
or remains liable as lessee or as guarantor or other surety of any property,
whether now owned or hereafter acquired, that such Person has sold or
transferred or is to sell or transfer to any other Person (other than any
Subsidiary of such Person), as part of a financing transaction to which such
Person is a party, in contemplation of leasing such property to such Person.

         "Scheduled to be Paid" means, with respect to any liability or expense
for any period, the amount of such liability or expense scheduled to be paid
during such period or the amount of such liability or expense that would have
been scheduled to be paid during such period had the payment schedule with
respect to such liability or expense been divided equally into successive
periods having a duration equal to the duration of such period.

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

         "Security Documents" means the Pledge Agreement and the Intercreditor
Agreement and any security instruments, financing statements and other documents
or instruments at any time executed by the Issuer or any Subsidiary thereof to
secure Obligations hereunder or under the Notes or the Security Documents.

         "Service Company" means each Subsidiary of the Issuer the business of
which consists principally of providing management, operating or other services,
or employees, to other Subsidiaries of the Issuer.

         "Significant Subsidiary" means any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Stated Maturity" means, with respect to any installment of interest on
or accreted value or principal of any Indebtedness, the date on which such
payment of interest or principal is due or is scheduled to be paid pursuant to
the original documentation governing such Indebtedness and shall not include any
contingent obligation to repay, redeem or purchase any such interest, accreted
value or principal prior to the date originally scheduled for the payment or
accretion thereof.

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

                                      -14-


(ii) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).

         "Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. The amount of the obligation under any Swap shall be
the amount determined in respect thereof as of the end of the then most recently
ended fiscal quarter of such Person, based on the assumption that such Swap had
terminated at the end of such fiscal quarter, and in making such determination,
if any agreement relating to such Swap provides for the netting of amounts
payable by and to such Person thereunder of if any such agreement provides for
the simultaneous payment of amounts by and to such Person, then in each such
case, the amount of such obligation shall be the net amount so determined.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb), as amended and in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03 hereof.

         "Tranche B Indenture" means the Indenture dated as of the date hereof
between the Issuer and Wilmington Trust Company, as trustee, provided for in the
Plan.

         "Tranche B Notes" means the Secured Tranche B Term Notes of the Issuer,
issued pursuant to the Tranche B Indenture.

         "Tranche B Trustee" means the trustee under the Tranche B Indenture.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "United States Government Obligations" means direct obligations of the
United States of America, or any agency or instrumentality thereof, with respect
to the payment of which the full faith and credit of the United States of
America is pledged.

         "Unrestricted Subsidiary" means (i) each Subsidiary specified on
Schedule A hereto and (ii) any Subsidiary (other than a GTN Entity or an IPP
Entity) that is designated after the date of this Indenture pursuant to a Board
Resolution as an Unrestricted Subsidiary, but only to the extent that such
Subsidiary (a) has no Indebtedness other than Non-Recourse Debt; (b) on the date
of such designation is not party to any agreement, contract, arrangement or
understanding with the Issuer or any Restricted Subsidiary of the Issuer unless
the terms of any such agreement, contract, arrangement or understanding are no
less favorable to the Issuer or such Restricted Subsidiary than those that might
be obtained at the time from Persons who are not Affiliates of the Issuer; (c)
is a Person with respect to which neither the Issuer nor any of its Restricted
Subsidiaries has any direct or indirect obligation (x) to subscribe for
additional Equity Interests or (y) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Issuer or any of
its Restricted

                                      -15-


Subsidiaries. Any such designation by the Board of Directors of the Issuer shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.07 hereof. If at any time, any Unrestricted Subsidiary so
designated would fail to meet the foregoing requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture, and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of such Issuer as of such date
(and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 hereof, the Issuer shall be in default of such covenant). The Board
of Directors of the Issuer may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary, provided that such designation shall be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any
outstanding Indebtedness of such Unrestricted Subsidiary, and such designation
shall only be permitted if (i) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period, and (ii) no Default or Event
of Default would be in existence following such designation.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person, all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

                  SECTION 1.02. Other Definitions.

                                                                     Defined
Term                                                               in Section
----                                                               ----------
"Affiliate Transaction"............................................   4.11
"Change of Control Offer"..........................................   4.15
"Chapter 11 Cases"................................................. Recitals
"DTC"..............................................................   2.03
"Debtors".......................................................... Recitals
"Existing Agreements" .............................................   4.11
"Event of Default".................................................   6.01
"incur"............................................................   4.09
"Issuer"........................................................... Recitals

                                      -16-


                                                                     Defined
Term                                                               in Section
----                                                               ----------
"Notes"............................................................ Recitals
"Offer Period".....................................................   3.10
"Paying Agent".....................................................   2.03
"Permitted Consideration"..........................................   4.10
"Permitted Debt"...................................................   4.09
"Purchase Date"....................................................   3.10
"Purchase Offer"...................................................   3.10
"Registrar"........................................................   2.03

                  SECTION 1.03. Incorporation by Reference of Trust Indenture
                                Act.

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

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

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes means the Issuer and any successor obligor upon
the Notes.

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

                  SECTION 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

         (5) all references in this instrument to designated "Articles",
         "Sections" and other subdivisions are to the designated Articles,
         Sections and subdivisions of this instrument as originally executed;
         the words "herein", "hereof" and "hereunder" and other words of

                                      -17-


         similar import refer to this Indenture as a whole and not to any
         particular Article, Section or other subdivision;

         (6) provisions apply to successive events and transactions; and

         (7) references to sections of or rules under the Securities Act shall
         be deemed to include substitute, replacement or successor sections or
         rules adopted by the SEC from time to time.

                                  ARTICLE II.
                                   THE NOTES

                  SECTION 2.01. Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule, custom
or usage. Each Note shall be dated the date of its authentication.

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

         (b) Form of Note. Global Notes shall be substantially in the form of
Exhibit A hereto (including the text referred to in footnotes 2 and 3 thereto
and the Schedule of Exchanges of Notes attached thereto). Definitive Notes shall
be substantially in the form of Exhibit A hereto (but without including the text
referred to in footnotes 2 and 3 thereto or the Schedule of Exchange of Notes
attached thereto). Definitive Notes shall be in denominations of $1,000 and
integral multiples thereof, except that Definitive Notes issued, pursuant to
subsection (d) below, in respect of beneficial interests in a Global Note
referred to in clause (ii) of the last sentence of subsection (c) below may be
issued in the denominations referred to in such clause. Each Global Note shall
represent such of the outstanding Notes as shall be specified therein, and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, upon receipt of and in accordance with written instructions given
by the Holder thereof as required by Section 2.06 hereof.

         (c) Book-Entry Provisions. This Section 2.01(c) shall apply only to
Global Notes deposited with the Trustee, as custodian for the Depository.
Participants and Indirect Participants shall have no rights under this Indenture
with respect to any Global Note held on their behalf by the Depository or by the
Trustee as the custodian for the Depository or under such

                                      -18-


Global Note, and the Depository shall be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent or be deemed to prevent (i) the Issuer, the Trustee or any agent of the
Issuer or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depository or impair, as between the
Depository and its Participants or Indirect Participants, the Applicable
Procedures or the operation of customary practices of the Depository governing
the exercise of the rights of a holder of a beneficial interest in any Global
Note or (ii) Participants or Indirect Participants from holding beneficial
interests in a Global Note in denominations of $1.00 or integral multiples
thereof, provided that each Note or Notes issued upon any registration of
transfer or exchange of any Note, or pursuant to Section 2.10, 3.06 or 3.10(g)
hereof, shall be issued in the denominations required by Section 2.06 (d) (ix)
hereof.

         (d) Certificated Securities. The Issuer may initially issue the Notes
as Definitive Notes. However, the initial issuance of Definitive Notes does not
preclude the issuance of Global Notes upon the deposit of such Definitive Notes
with the Trustee, as custodian for the Depository. If at any time the Depository
notifies the Issuer that it is unwilling or unable to continue as Depository or
if at any time the Depository shall no longer be eligible under this Section
2.01, the Issuer shall appoint a successor Depository. If a successor Depository
is not appointed by the Issuer within ninety (90) days after the Issuer receives
such notice or becomes aware of such ineligibility, the Issuer's election that
the Notes be represented by Global Notes shall no longer be effective, and the
Issuer will execute, and the Trustee, upon receipt of written order signed by an
Officer of the Issuer for the authentication and delivery of Definitive Notes,
will authenticate and deliver Definitive Notes, in authorized denominations, in
an aggregate principal amount, and of like terms and tenor, equal to the
principal amount of the Global Notes in exchange for such Global Notes.

         The Issuer may at any time and in its sole discretion determine that
Notes shall no longer be represented by Global Notes. In such event, the Issuer
will execute, and the Trustee, upon receipt of an Issuer order for the
authentication and delivery of definitive Notes of the same terms and tenor,
will authenticate and deliver Definitive Notes, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Notes in exchange for such Global Notes.

         If specified by the Issuer, pursuant to this Section 2.01 with respect
to Global Notes, the Depository may surrender Global Notes in exchange in whole
or in part for Definitive Notes of like terms and tenor on such terms as are
acceptable to the Issuer and the Depository. Thereupon, the Issuer shall
execute, and the Trustee, upon receipt of an Issuer order for the authentication
and delivery of Definitive Notes, shall authenticate and deliver, without
service charge to the Holders:

                  (i) to each Person specified by such Depository a new
         Definitive Note of the same tenor, in authorized denominations, in an
         aggregate principal amount equal to and in exchange for such Person's
         beneficial interest in the Global Note; and

                  (ii) to the Depository a new Global Note in a denomination
         equal to the difference, if any, between the principal amount of the
         surrendered Global Note and the

                                      -19-


         aggregate principal amount of the Definitive Notes delivered to Holders
         pursuant to clause (i) above.

         Upon the exchange of a Global Note for Definitive Notes, such Global
Note shall be cancelled by the Trustee or an agent of the Issuer or the Trustee.
Definitive Notes delivered in exchange for a Global Note pursuant to this
Section 2.01(d) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its Participants
or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee in writing. The Trustee or such agent shall deliver each such Note to or
as directed by the Persons in whose names such Note is so registered or to the
Depository.

                  SECTION 2.02. Execution and Authentication.

         An Officer shall sign the Notes for the Issuer by manual or facsimile
signature. If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

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

         The Trustee shall, upon a written order of the Issuer signed by an
Officer thereof, authenticate Notes for original issue up to the aggregate
principal amount stated in paragraph 5 of the Notes. Such order shall specify
the principal amount of the Notes and the date or dates (or the method of
determining the same) on which the Notes are to be authenticated.

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

                  SECTION 2.03. Registrar and Paying Agent.

         The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Issuer may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Issuer may change any
Paying Agent or Registrar without notice to any Holder. The Issuer shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuer fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

                                      -20-


         The Issuer initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

                  SECTION 2.04. Paying Agent to Hold Money in Trust.

         Not later than 10:00 a.m. (New York City time) on each due date of the
principal of or interest on any of the Notes, the Issuer shall deposit with the
Paying Agent money in immediately available funds sufficient to pay such
principal or interest so becoming due. The Issuer shall require any Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by such Paying
Agent for the payment of principal, premium or interest on the Notes, and shall
notify the Trustee of any default by the Issuer in making any such payment.
While any such default continues, the Trustee may require the Paying Agent to
pay all money held by it to the Trustee. The Issuer at any time may require the
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall
have no further liability for the money. If the Issuer or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any Insolvency
or Liquidation Proceeding, the Trustee shall serve as Paying Agent for the
Notes.

                  SECTION 2.05. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Issuer shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders, and
the Issuer shall otherwise comply with TIA ss. 312(a).

                  SECTION 2.06. Transfer and Exchange.

         (a) Transfer and Exchange. When Notes are presented to the Registrar
with a request to register the transfer or to exchange them for an equal
principal amount of Notes of other authorized denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met; provided, however, that any Note presented or surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar and the Trustee
duly executed by the Holder thereof or by such Holder's attorney duly authorized
in writing. To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon the Issuer's order or at the Registrar's request.

         (b) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF AND IS NOT TRANSFERABLE TO

                                      -21-


ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUER."

         (c) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in Global Notes have been exchanged for Definitive Notes,
redeemed, repurchased or cancelled, all Global Notes shall be returned to or
retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for Definitive Notes, redeemed, repurchased or cancelled, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly, and an endorsement shall be made on such Global Note by the Trustee
or the Note Custodian, at the direction of the Trustee, to reflect such
reduction.

         (d) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
Issuer shall execute and the Trustee shall authenticate Definitive Notes and
Global Notes upon receipt of a written order signed by an Officer of the Issuer
or at the Registrar's written request.

                  (ii) No service charge shall be made to a holder of a
beneficial interest in a Global Note or a Holder for any registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer solely pursuant to Section 3.06, 3.10 or 9.05
hereof).

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

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

                  (v) The Issuer shall not be required to issue, to register the
transfer of or to exchange Notes during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of Notes
under Section 3.03 hereof and ending at the close of business on the day of such
mailing, or to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part, or to register the transfer of or to exchange a Note between a
record date and the next succeeding interest payment date.

                                      -22-


                  (vi) Prior to due presentment for the registration of transfer
of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person
in whose name such Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of, premium, if any, and interest on
such Note and for all other purposes, subject to the provisions of this
Indenture and the Notes relating to record dates for the payment of interest,
and neither the Trustee, any Agent nor the Issuer shall be affected by notice to
the contrary.

                  (vii) The Trustee shall authenticate Definitive Notes and
Global Notes in accordance with the provisions of Section 2.02 hereof.

                  (viii) All certificates required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.

                  (ix) Each Note or Notes issued upon any registration of
transfer or exchange of any Note, or pursuant to Section 2.10, 3.06 or 3.10(g)
hereof, shall be issued in denominations of $1,000 or integral multiples
thereof, except that not more than one (1) new Note so being issued in respect
of the Note being surrendered (the "surrendered Note") may be in a denomination
that is not $1,000 or an integral multiple thereof. Notes may not be surrendered
for combination into a Note with a principal amount that is not $1,000 or an
integral multiple thereof.

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

                  SECTION 2.07. Replacement Notes.

         If any mutilated Note is surrendered to the Trustee, or if the Issuer
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Issuer shall issue and the Trustee, upon the written
order of the Issuer signed by an Officer of the Issuer, shall authenticate a
replacement Note if the requirements of this Section 2.07 are met. If required
by the Issuer or the Trustee, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Issuer to protect the
Issuer, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Issuer may charge for its
expenses in replacing a Note.

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

                  SECTION 2.08. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof and those described

                                      -23-


in this Section 2.08 as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds such Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

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

                  SECTION 2.09. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuer or by any Affiliate of the Issuer shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Notes so owned that have been pledged in good faith
shall not be disregarded if the pledgee establishes, to the satisfaction of the
Trustee, the pledgee's right to deliver any such direction, waiver or consent
with respect to the Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

                  SECTION 2.10. Temporary Notes.

         Until Definitive Notes are ready for delivery, the Issuer may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Issuer signed by an Officer of the Issuer. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Issuer considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.

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

                  SECTION 2.11. Cancellation.

         The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes in accordance with its customary procedures. Certification of
destruction shall be delivered to the Issuer. The Issuer may not issue new Notes
to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

                                      -24-


                  SECTION 2.12. Defaulted Interest.

         If the Issuer defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Issuer shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Issuer (or, upon
the written request of the Issuer, the Trustee in the name and at the expense of
the Issuer) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to
be paid.

                  SECTION 2.13. Cusip Numbers.

         The Issuer in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Issuer will promptly, and in any
event within 10 Business Days, notify the Trustee of any change in the "CUSIP"
numbers.

                                  ARTICLE III.
                                   REDEMPTION

                  SECTION 3.01. Notices to Trustee.

         If the Issuer elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, the Issuer shall furnish to the
Trustee, at least 30 (or a lesser number acceptable to the Trustee) days but not
more than 60 days before a redemption date, an Officers' Certificate setting
forth (i) the paragraph of the Notes and/or Section of this Indenture pursuant
to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price.

                  SECTION 3.02. Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange or trading system, if
any, on which the Notes are listed or accepted for trading, or, if the Notes are
not so listed or accepted for trading, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. If any Note is to be redeemed in part only, the notice of
redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of

                                      -25-


the original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on Notes
or portions thereof called for redemption unless the Issuer defaults in making
such redemption payment.

         The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000,
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                  SECTION 3.03. Notice of Redemption.

         At least 30 days (except as otherwise provided in Section 3.09(a)
hereof) but not more than 60 days before a redemption date, the Issuer shall
mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

         The notice shall identify the Notes to be redeemed (including CUSIP
numbers, if any) and shall state:

         (a) the redemption date;

         (b) the redemption price for the Notes and accrued and unpaid interest,
if any;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

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

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

         (f) that, unless the Issuer defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

         (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

         (h) the CUSIP number, if any, of the Notes called for redemption and
that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.

         At the Issuer's written request, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's expense; provided, however,
that the Issuer shall have delivered

                                      -26-


to the Trustee, at least 45, or in the case of a redemption pursuant to Section
3.09 hereof, at least 10 (or, in either case, a lesser number acceptable to the
Trustee) days prior to the redemption date, an Officers' Certificate requesting
that the Trustee give such notice and setting forth the information in such
notice required by the preceding paragraph.

                  SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price plus accrued and unpaid interest to such
date. A notice of redemption may not be conditional. Upon surrender to the
Paying Agent of any of the Notes called for redemption, those Notes shall be
paid on the redemption date at the redemption price, together with accrued and
unpaid interest to such date.

                  SECTION 3.05. Deposit of Redemption Price.

         On or prior to 10:00 a.m. (New York City time) on the redemption date,
the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Issuer any money deposited with the Trustee or the Paying
Agent by the Issuer in excess of the amounts necessary to pay the redemption
price of, and accrued and unpaid interest on, all Notes to be redeemed.

         If the Issuer complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

         Unless the Issuer shall default in the payment of Notes (and accrued
and unpaid interest) called for redemption, interest on such Notes shall cease
to accrue after the redemption date.

                  SECTION 3.06. Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Issuer shall
issue and, upon receipt of a written order signed by an Officer of the Issuer,
the Trustee shall authenticate for the Holder at the expense of the Issuer, a
new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

                  SECTION 3.07. Optional Redemption.

         (a) Except as set forth in subsection (b) of this Section 3.07, the
Notes shall not be redeemable at the Issuer's option prior to October 31, 2007.
Thereafter, the Notes shall be

                                      -27-


redeemable at the option of the Issuer, in whole at any time or in part from
time to time, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on October 31 of the
years indicated below:

YEAR                                                               PERCENTAGE
2007 ............................................................. 103.50%
2008.............................................................. 101.75%
2009 and thereafter .............................................. 100.00%

         (b) Notwithstanding subsection (a) of this Section 3.07, at any time
within 75 days after the date as of which the Issuer has knowledge of the
occurrence of a Change of Control, the Issuer may, but shall in no event be
required to, redeem 100% but not less than 100% of the outstanding Notes at a
redemption price equal to 101% of the principal amount of the Notes, plus
accrued and unpaid interest thereon, if any, to the redemption date.

         (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.

                  SECTION 3.08. Mandatory Redemption Out of Excess Cash Flow.

         (a) The Notes are subject to mandatory redemption by the Issuer on
April 30 and October 31 of each year (or, if financial statements for the period
ended on the preceding December 31 or June 30, as the case may be, have not been
provided to the Trustee pursuant to Section 4.03 hereof, on the date that is 30
days after the date of delivery of such financial statements), with the first
such payment to be made on April 30, 2005, out of Excess Cash Flow at a
redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, thereon to the redemption
date. Notwithstanding the foregoing, the Issuer shall not be required to redeem
Notes pursuant to this Section 3.08 on any such date out of Excess Cash Flow
that is less than $1,000,000. Any redemption of Notes pursuant to this Section
3.08 shall be made on a pro rata basis (based on principal amounts outstanding)
with any redemption of Tranche B Notes then required to be made pursuant to
Section 3.08 of the Tranche B Indenture.

         (b) Any redemption pursuant to this Section 3.08 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof.

                  SECTION 3.09. Mandatory Redemption Out of Net Proceeds of
                  Principal Asset Sales.

         (a) The Notes are subject to mandatory redemption by the Issuer within
30 days after the receipt by the Issuer of Net Proceeds from any Principal Asset
Sale, after application of such Net Proceeds first to the payment of any unpaid
fees and expenses of the Collateral Agent under the Intercreditor Agreement and
then to the payment of all amounts then required to be paid pursuant to any New
Credit Facility (but without being required hereby to effect a permanent
reduction of the commitment under such facility), second to fund Cash on Hand
and third to the payment of

                                      -28-


any unpaid fees and expenses of the Trustee hereunder. The Notes shall be so
redeemed upon not less than 10 nor more than 20 days' notice at a redemption
price equal to the principal amount thereof to be redeemed, plus accrued and
unpaid interest thereon, if any, to the redemption date. Notwithstanding the
foregoing provisions, (i) if the Issuer receives Net Proceeds from a Principal
Asset Sale on or prior to the Initial Distribution Date (as such term is defined
in the Plan), the date by which the redemption required hereby as a result of
the receipt of such Net Proceeds shall occur shall be 30 days after such receipt
or, if later, the date that is 15 days after the Initial Distribution Date and
(ii) the Issuer shall not be required to redeem Notes pursuant to this Section
3.09 out of Net Proceeds of any Principal Asset Sale (except following the final
distribution of such Net Proceeds) that are received subsequent to the initial
receipt of Net Proceeds from such Asset Sale unless such subsequently received
Net Proceeds, together with all other Net Proceeds not theretofore applied
pursuant to this Section 3.09, exceed $1,000,000.

         (b) Any redemption pursuant to this Section 3.09 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 hereof (except, in the case of
Sections 3.01 and 3.03 with respect to notice of redemption, as otherwise
provided in subsection (a) of this Section 3.09).

         (c) The Issuer shall not be required to make mandatory redemption
payments (except pursuant to Section 3.08 hereof or this Section 3.09) or
sinking fund payments with respect to the Notes.

                  SECTION 3.10. Offer to Purchase Notes.

         If the Issuer shall be required to commence an offer to all Holders to
purchase Notes (a "Purchase Offer") pursuant to Section 4.15 hereof, the Issuer
shall follow the procedures specified below.

         The Purchase Offer shall remain open for a period of 20 Business Days
following its commencement (the "Offer Period"). No later than five Business
Days after the termination of the Offer Period (the "Purchase Date"), the Issuer
shall purchase all Notes tendered in response to the Purchase Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest on the
Notes shall be paid to the Persons in whose names the Notes are registered at
the close of business on such record date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Purchase Offer.

         Upon the commencement of a Purchase Offer, the Issuer shall send, by
first class mail, a notice thereof to each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase
Offer shall be made to all Holders. The notice, which shall govern the terms of
the Purchase Offer, shall state:

         (a) that the Purchase Offer is being made pursuant to this Section 3.10
and Section 4.15 hereof and the length of time the Purchase Offer shall remain
open;

                                      -29-


         (b) the purchase price and the Purchase Date;

         (c) that any Note not tendered or accepted for payment shall continue
to accrue interest;

         (d) that, unless the Issuer defaults in making such payment, any Note
accepted for payment pursuant to the Purchase Offer shall cease to accrue
interest on and after the Purchase Date;

         (e) that Holders electing to have Notes purchased pursuant to such
Purchase Offer shall be required to surrender such Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes duly completed,
or transfer by book-entry transfer to the Issuer, a depository, if appointed by
the Issuer, or a Paying Agent at the address specified in the notice prior to
the expiration of the Offer Period;

         (f) that Holders shall be entitled to withdraw their election if the
Issuer, the depository or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note or
Notes the Holder delivered for purchase, the certificate number (in the case of
a Definitive Note) and a statement that such Holder is withdrawing such Holder's
election to have such Note or Notes purchased;

         (g) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer); and

         (h) that the Purchase Offer may terminate if the Issuer elects to
redeem the Notes in accordance with the provisions of Section 3.07(b) of the
Indenture.

         If the Issuer is required to purchase Notes pursuant to the Purchase
Offer:

                  (i) on or prior to 10:00 a.m. (New York City time) on the
         Purchase Date, the Issuer shall irrevocably deposit with the Trustee or
         the Paying Agent in immediately available funds the principal amount of
         the Notes delivered prior to the expiration of the Offer Period,
         together with accrued and unpaid interest thereon (to the extent then
         required to be paid), to be held for payment in accordance with the
         terms of this Section 3.10; and

                  (ii) on the Purchase Date, the Issuer shall, to the extent
         lawful, (x) accept for payment the Notes tendered pursuant to the
         Purchase Offer, (y) deliver or cause the Paying Agent or depository, as
         the case may be, to deliver to the Trustee Notes so accepted and (z)
         deliver to the Trustee an Officers' Certificate stating that such Notes
         were accepted for payment by the Issuer in accordance with the terms of
         this Section 3.10.

                  (iii) If the Issuer is required to purchase Notes pursuant to
         the Purchase Offer, the Issuer, the Trustee or the Paying Agent, as the
         case may be, shall promptly (but in any case not later than three
         Business Days after the Purchase Date) mail or deliver to each
         tendering Holder an amount equal to the purchase price of the Notes
         tendered by such

                                      -30-


         Holder and accepted by the Issuer for purchase, plus any accrued and
         unpaid interest thereon (to the extent then required to be paid), and
         the Issuer shall promptly issue a new Note, and the Trustee shall
         authenticate and mail or deliver such new Note to such Holder, equal in
         principal amount to any unpurchased portion of such Holder's Note or
         Notes surrendered. Any Note not so accepted shall be promptly mailed or
         delivered by the Issuer to the Holder thereof. The Issuer shall
         publicly announce in a newspaper of general circulation or in a press
         release provided to a nationally recognized financial wire service the
         results of the Purchase Offer.

                                  ARTICLE IV.
                                   COVENANTS

                  SECTION 4.01. Payment of Notes.

         The Issuer shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in this
Indenture and in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Issuer or
a Subsidiary, holds as of 10:00 a.m. (New York City time) on the due date money
deposited by the Issuer in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.

         The Issuer shall pay interest on overdue principal at the rate equal to
2% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

                  SECTION 4.02. Maintenance of Office or Agency.

         The Issuer shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee or of the Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuer 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.

         The Issuer may also from time to time designate one or more other
offices or agencies where the Notes 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
Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes. The Issuer shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Issuer hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Issuer in accordance with Section 2.03
hereof.

                                      -31-


                  SECTION 4.03. Reports.

         Whether or not required by the rules and regulations of the Commission,
so long as any of the Notes are outstanding, the Issuer shall furnish to the
Trustee, within 15 days of the last day of the time period specified in the
Commission's rules and regulations for filing such report, as such rules and
regulations are applicable to Persons who are not "accelerated filers" within
the meaning of such rules and regulations, all quarterly and annual financial
statements and financial information that would be required to be contained in a
report filed with the Commission on Form 10-Q or Form 10-K, as the case may be,
if the Issuer were required to file such reports, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Issuer and
its Consolidated Subsidiaries, beginning with financial statements and
information as at the end of and for the year ending December 31, 2004, and,
with respect to annual information only, a report thereon by the Issuer's
independent auditors. The Trustee will provide, at the Issuer's expense, copies
of any such documents to any Holders that request such copies. The Issuer will
also comply with the other provisions of TIA Section 314(a).

         The receipt by the Trustee of any such reports or statements pursuant
to this Section 4.03 shall not constitute notice or constructive notice of any
information contained in such reports or statements or determinable from
information contained in such reports or statements, including the Issuer's
compliance with any covenants hereunder (as to which, except for covenants to
make payments on or in respect of the Notes, the Trustee is entitled to rely
exclusively on an Officers' Certificate).

                  SECTION 4.04. Compliance Certificate.

         (a) The Issuer shall, so long as any of the Notes are outstanding,
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Issuer, an Officers' Certificate (which need not comply with Section 11.05
hereof) stating that a review of the activities of the Issuer and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers (one of whom shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Issuer) with a view to determining whether the Issuer has kept, observed,
performed and fulfilled its obligations under this Indenture and further
stating, as to each Officer signing such certificate, that to the best of his or
her knowledge the Issuer has kept, observed, performed and fulfilled such
obligations and is not in default in the performance or observance of any of the
terms, provisions or conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action, if any, the Issuer is
taking or proposes to take with respect thereto).

         (b) The Issuer shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action, if any, the Issuer is taking or proposes to take
with respect thereto.

                                      -32-


                  SECTION 4.05. Taxes.

         The Issuer shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments and governmental levies,
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

                  SECTION 4.06. Stay, Extension and Usury Laws.

         The Issuer covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead or in any manner whatsoever claim or
take the benefit or advantage of any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that would reasonably be
expected to affect the covenants or the performance by the Issuer of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                  SECTION 4.07. Dividends; Restricted Investments.

         (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, (i) in the case of the Issuer, declare
or pay any dividend, or, or in the case of the Issuer or any of its Restricted
Subsidiaries, make any other payment or distribution, on account of the Issuer's
Equity Interests or to the direct or indirect holders of the Issuer's Equity
Interests in their capacity as such (other than dividends or distributions
payable in additional Equity Interests (other than Disqualified Stock) of the
Issuer), (ii) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Issuer) any Equity Interests of the Issuer, except for purchases
and acquisitions referred to in any of items (i), (ii) and (iii) of subsection
(c) below, or (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value, any Indebtedness of the Issuer
that is subordinated to the Notes (provided that the Tranche B Notes shall not
be deemed to be subordinated for this purpose), except a payment of principal or
interest at Stated Maturity.

         (b) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any Restricted Investment unless
at the time of and after giving effect to such Restricted Investment:

                  (1) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof; and

                  (2) such Restricted Investment, together with the aggregate
         amount of all other Restricted Investment made by the Issuer and its
         Restricted Subsidiaries during the same fiscal year (excluding
         Restricted Investments permitted by any of the clauses contained in
         subsection (c) below), is less than the sum of (x) $5 million and (y)
         to the extent that any Restricted Investment that was made after the
         date of this Indenture is sold for cash or otherwise liquidated or
         repaid for cash, the aggregate amount received in cash with respect
         thereto (less the cost of disposition, if any), including, without

                                      -33-


         limitation, any cash dividends or distributions, and any cash dividends
         or distributions received from any Unrestricted Subsidiary.

         (c) The foregoing provisions shall not prohibit (i) the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
Indebtedness or Equity Interests of the Issuer in exchange for, or out of the
net cash proceeds of, the substantially concurrent sale or issuance (other than
to a Restricted Subsidiary of the Issuer) of Equity Interests of the Issuer or
any Restricted Subsidiary (other than any Disqualified Stock); (ii) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held
by any employee of the Issuer (or any of its Restricted Subsidiaries) pursuant
to any equity subscription agreement, stock option agreement or similar plan or
agreement adopted or approved by the Board of Directors (provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $5 million in any twelve-month period and no
Default or Event of Default shall have occurred and be continuing immediately
after such transaction) or upon the termination of such person's employment;
(iii) the acquisition by the Issuer or any of its Restricted Subsidiaries of
shares of common stock of the Issuer pursuant to any odd-lot tender offer or
other program for the reduction of holdings of less than 1,000 shares of common
stock; (iv) Investments received by the Issuer or any of its Restricted
Subsidiaries as non-cash consideration from Asset Sales to the extent permitted
by Section 4.10 hereof; or (v) any payments made pursuant to, or transactions
contemplated by, the Plan, including payments to be made to the Issuer to allow
the Issuer to make distributions to creditors or other claimants.

         (d) The Board of Directors may designate any Restricted Subsidiary
(other than any GTN Entity or IPP Entity) to be an Unrestricted Subsidiary if
such designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Issuer and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated shall be deemed to be Restricted Investments at the time of such
designation and shall be included for purposes of calculating the aggregate
amount of Restricted Investments under clause (2) of subsection (b) above. All
such outstanding Investments shall be deemed to constitute Investments in an
amount equal to the fair market value of such Investments at the time of such
designation. Such designation shall only be permitted if such Restricted
Investment would be permitted at such time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

         (e) The amount of any Restricted Investment (other than cash) shall be
the fair market value on the date of the Restricted Investment of the asset(s)
or securities proposed to be transferred or issued by the Issuer or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted
Investment. The fair market value of any individual or series of related
non-cash Restricted Investments (other than in the Reorganization) shall be
determined by the Board of Directors, whose resolution with respect thereto
shall be delivered to the Trustee. In connection with each Restricted
Investment, the Issuer shall deliver to the Trustee, prior to or within 60 days
of the making of such Restricted Investment, an Officers' Certificate stating
that such Restricted Investment is permitted under this Indenture and setting
forth the basis upon which the calculations required by this Section 4.07 were
computed.

                                      -34-


                  SECTION 4.08. Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause to exist or
become effective after the date of this Indenture any encumbrance or restriction
on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any
other distributions to the Issuer or any of its Restricted Subsidiaries on its
Capital Stock or (b) pay any indebtedness owed to the Issuer or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Issuer or any of its
Restricted Subsidiaries or (iii) transfer any of its properties or assets to the
Issuer or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (a) Existing Indebtedness, (b) any
New Credit Facility (provided that any such restrictions contained therein are
substantially no more restrictive when taken as a whole that those contained in
this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and
the Tranche B Notes, (d) applicable law, (e) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent that such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person and its Subsidiaries, or the property or assets of the Person and its
Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions,
and other customary provisions, in leases or licenses entered into in the
ordinary course of business, (g) purchase money obligations for property
acquired that impose restrictions of the nature described in clause (iii) above
on the property so acquired, (h) Permitted Refinancing Indebtedness, provided
that the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are substantially no more restrictive when taken as a
whole than those contained in the agreements governing the Indebtedness being
refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second
paragraph of Section 4.09 hereof, (j) any instrument or agreement governing
Indebtedness permitted to be incurred under this Indenture, which is secured by
a Lien permitted to be incurred under this Indenture, (k) any instrument or
agreement governing Indebtedness or obligations of a Restricted Subsidiary to
the extent that the Board of Directors determines that such encumbrances or
restrictions generally protect or enhance the ability of such Subsidiary to make
funds available to the Issuer, (l) IPP Sale Agreements and other contracts for
Asset Sales or other sales of assets or Equity Interests, including, without
limitation, customary restrictions with respect to a Restricted Subsidiary with
respect to the issuance pursuant to an agreement that has been entered into for
the sale or disposition of all or substantially all of the Capital Stock or
assets of such Restricted Subsidiary, (m) any agreement between GTN and holders
of its 6.62% Senior Notes due 2012, provided that such restrictions terminate
upon any sale or transfer of all or substantially all of the common stock or
assets of GTN, or (n) customary provisions in joint venture agreements or other
similar agreements.

                  SECTION 4.09. Incurrence of Indebtedness.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guaranty
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively "incur") any Indebtedness, and the Issuer shall
not, and shall not permit any of its Restricted Subsidiaries to, issue any
Disqualified Stock;

                                      -35-


provided, however, that the Issuer and its Restricted Subsidiaries may incur
Indebtedness (and such Indebtedness may be incurred pursuant to this paragraph
without regard, in the case of any particular category of Indebtedness, to any
limitation set forth with respect to Indebtedness of such category in any of
items (i) through (xviii) set forth below in this Section 4.09) or issue shares
of Disqualified Stock if:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of or after giving effect to such incurrence or
         issuance; and

                  (ii) after giving effect to such incurrence or issuance, the
         Ratio of Cash Flow to Fixed Charges of the Issuer would not be less
         than 1.5:1 (calculated on a pro forma basis to include such
         Indebtedness and related cash flows as of the end of the most recent
         fiscal quarter of the Issuer with respect to which financial statements
         of the Issuer have been furnished to the Trustee pursuant to Section
         4.03 hereof.)

         The provisions of the first paragraph of this Section 4.09 will not
apply to the incurrence of any of the following items of Indebtedness
(collectively "Permitted Debt"):

                  (i) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Indebtedness under one or more New Credit Facilities,
         and the issuance of letters of credit thereunder from time to time, in
         an aggregate principal or stated amount outstanding at any time not to
         exceed $60 million;

                  (ii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Existing Indebtedness;

                  (iii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Indebtedness pursuant to the terms and provisions, or
         in connection with the implementation, of the Plan;

                  (iv) the incurrence by the Issuer of Indebtedness represented
         by the Notes and the Tranche B Notes;

                  (v) the incurrence of Non-Recourse Debt by any Operating
         Company or Investment Vehicle;

                  (vi) Permitted Sale/Leaseback Transactions;

                  (vii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Lease Obligations under leases for equipment or other
         personal property not to exceed $10 million in aggregate principal or
         stated amount outstanding at any time;

                  (viii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Permitted Refinancing Indebtedness;

                  (ix) Indebtedness incurred by the Issuer or any of its
         Restricted Subsidiaries in respect of surety bonds, performance or bid
         bonds or letters of credit issued in the ordinary course of business,
         including, without limitation, those in respect of workers'

                                      -36-


         compensation claims or self-insurance, in an aggregate amount
         outstanding at any time not to exceed $25 million;

                  (x) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Issuer
         and any of its Restricted Subsidiaries (subject to the provisions of
         clauses (i) and (ii) of item (a) of the definition of the term
         "Permitted Investments" herein), provided that such Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         Obligations with respect to the Notes;

                  (xi) the Guaranty by the Issuer or any of its Restricted
         Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary
         of the Issuer (other than a Guaranty by the Issuer of Indebtedness of
         an Operating Company or an Investment Vehicle or a Guaranty by a
         Restricted Subsidiary of Indebtedness of an Operating Company or an
         Investment Vehicle that is not a member of the same Operating Company
         Group as the guaranteeing Subsidiary) that was permitted by this
         Indenture to be incurred;

                  (xii) Indebtedness of any Restricted Subsidiary of the Issuer
         existing at the time such Person becomes a Restricted Subsidiary of the
         Issuer (except for any such Indebtedness incurred in contemplation of
         or to finance the acquisition of such Subsidiary);

                  (xiii) Indebtedness under any Swap;

                  (xiv) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Indebtedness under short-term overdraft lines of credit
         or similar arrangements entered into in the ordinary course of
         business, in each case associated with the Issuer's cash management
         program;

                  (xv) the incurrence by Service Companies of Indebtedness in
         respect of credit card obligations or services incurred in the ordinary
         course of business;

                  (xvi) the incurrence by an IPP Entity, or by any other
         Restricted Subsidiary of the Issuer that is the seller of Equity
         Interests of any such IPP Entity, in each case pursuant to or in
         connection with an IPP Sale Agreement, of Indebtedness which (A) is
         provided for in such Agreement or (B) the Board of Directors has
         determined is necessary or appropriate for the purpose of effectuating
         such Asset Sale;

                  (xvii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of Indebtedness to finance insurance premiums; and

                  (xviii) the incurrence by the Issuer or any of its Restricted
         Subsidiaries of additional Indebtedness, in an aggregate principal
         amount (or accreted value, if applicable) at any time outstanding not
         to exceed $5 million.

         For purposes of determining compliance with this Section 4.09, if an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (i) through (xviii) above or is entitled to
be incurred pursuant to the first paragraph of this

                                      -37-


Section 4.09, the Issuer may, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this Section 4.09, and such item
of Indebtedness will be treated as having been incurred pursuant to one or more
of such clauses and/or pursuant to the first paragraph hereof in accordance with
such classification. Neither the accrual of interest, nor the accretion of
accreted value, will be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.09.

                  SECTION 4.10. Asset Sales.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Issuer (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value (evidenced by an
Officers' Certificate delivered to the Trustee and a Board Resolution) of the
assets or Equity Interests issued or sold or otherwise disposed of, (ii) except
as otherwise provided in an IPP Sale Agreement, at least 75% of the
consideration therefor received by the Issuer or such Restricted Subsidiary is
in the form of (A) cash, (B) assets useful in a Permitted Business not to exceed
$10 million in the aggregate over the life of the Notes and/or (C) Equity
Interests representing a controlling interest in a Permitted Business not to
exceed $10 million in the aggregate over the life of the Notes (collectively the
"Permitted Consideration"); provided that the amount of (x) any liabilities (as
shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet)
of the Issuer or any Restricted Subsidiary as of the date prior to the date of
consummation of such transaction that are assumed by the transferee of any such
assets and (y) any securities, notes or other obligations received by the Issuer
or any such Restricted Subsidiary from such transferee that are convertible
within 90 days by the Issuer or such Restricted Subsidiary into Permitted
Consideration, shall be deemed to be Permitted Consideration for purposes of
this provision; and provided further, that the 75% limitation referred to above
shall not apply to any Asset Sale in which the Permitted Consideration portion
of the consideration received therefor is equal to or greater than what the net
after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are
applied, or set aside for application, pursuant to, and as and to the extent
required by, Section 3.09 hereof or the last paragraph of this Section 4.10, as
the case may be.

         Pending application of Net Proceeds from an Asset Sale pursuant to
Section 3.09 hereof or the last paragraph of this Section 4.10, as the case may
be, the Issuer may apply such Net Proceeds, at its option, (a) to repay
Indebtedness outstanding under any New Credit Facility (but without being
required hereby to effect a permanent reduction of the commitment under such
facility) or (b) to Permitted Investments.

         The Issuer shall use commercially reasonably efforts to direct the
seller pursuant to each Principal Asset Sale to transfer or cause to be
transferred the Net Proceeds of such Principal Asset Sale to the Issuer.

         During the period ending on the first anniversary of the date of this
Indenture, the Issuer shall deliver, or cause to be delivered, within 30 days
after its receipt thereof from time to time, Net Proceeds of any Asset Sale that
is not a Principal Asset Sale to the disbursing agent of the

                                      -38-


Issuer pursuant to the Plan, for distribution to Class 3 claimants in accordance
with the provisions of the Plan.

                  SECTION 4.11. Transactions with Affiliates.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or Guaranty with, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
unless (i) such Affiliate Transaction is set forth in writing and is on terms
that are no less favorable to the Issuer or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the
Issuer or such Subsidiary with an unrelated Person and (ii) the Issuer delivers
to the Trustee (a) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration of at least $5
million but less than $10 million, a resolution of the Board of Directors set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the members of the Board of Directors and (b) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration of $10 million or more, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing; provided that the following shall not be deemed Affiliate
Transactions:

                  (i) prepaid expenses and loans or advances to employees and
         similar items in the ordinary course of business;

                  (ii) purchases (and sales) of inventory and services in the
         ordinary course of business on terms that are customary in the industry
         or consistent with past practices;

                  (iii) fees, compensation or employee benefit arrangements
         (including any grants of securities under stock option or similar plans
         or other employee benefit plans) paid to, and indemnity provided for
         and on behalf of, directors, officers or employees of the Issuer or any
         Subsidiary of the Issuer after the date of this Indenture;

                  (iv) transactions pursuant to or required by agreements or
         arrangements entered into prior to, or in effect on, the date of this
         Indenture ("Existing Agreements"), including amendments thereto after
         such date, provided that (A) any such amendment (to the extent it
         provides for an Affiliate Transaction) to an IPP Sale Agreement is
         approved by the Board of Directors and (B) any such amendment (to the
         extent it provides for an Affiliate Transaction) to an Existing
         Agreement other than an IPP Sale Agreement is approved by the Board of
         Directors and has terms that are not materially less favorable to the
         Issuer or any Restricted Subsidiary, as applicable, than the terms of
         such Existing Agreement prior to such amendment;

                  (v) any employment agreement (including customary benefits
         thereunder) entered into by the Issuer or any of its Subsidiaries in
         the ordinary course of business and

                                      -39-


         consistent with the current market practice or the past practice of the
         Issuer or such Subsidiary;

                  (vi) transactions between or among the Issuer and/or its
         Restricted Subsidiaries;

                  (vii) tax sharing or tax settlement agreements or arrangements
         between or among the Issuer and one or more Restricted Subsidiaries, on
         the one hand, and one or more Unrestricted Subsidiaries or other
         Affiliates, on the other hand, provided that any such agreement or
         arrangement shall have been approved by a the Board of Directors;

                  (viii) Restricted Investments that are permitted by the
         provisions of Section 4.07 hereof; and

                  (ix) transactions contemplated by the Plan or the related
         Disclosure Statement.

                  SECTION 4.12. Liens.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist or become effective any Lien on any asset now owned or hereafter acquired
by the Issuer or that Restricted Subsidiary, or any income or profits therefrom
or assign or convey any right to receive income therefrom, except Permitted
Liens.

                  SECTION 4.13. Line of Business.

         The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Issuer and its Restricted
Subsidiaries taken as a whole.

                  SECTION 4.14. Corporate Existence.

         Subject to Article 5 hereof, the Issuer shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of the Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Issuer and its Restricted Subsidiaries; provided, however,
that the Issuer shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if either (i) the Issuer shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer and its Restricted Subsidiaries, taken as a whole, taking into
account, among other matters, Asset Sales and the wind-down of business or
operations of the Issuer and its Restricted Subsidiaries; or (ii) the Plan
provided for the termination, dissolution, abandonment or disposal thereof.

                  SECTION 4.15. Offer to Purchase upon a Change of Control.

         Upon the occurrence of a Change of Control of which the Issuer has
knowledge, each Holder shall have the right to require the Issuer to purchase
all or any part (equal to $1,000 or an

                                      -40-


integral multiple thereof) of such Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") at an offer price in cash equal
to 101% of the aggregate principal amount thereof to the date of purchase.
Within 30 days after the date as of which the Issuer has knowledge of the
occurrence of a Change of Control, the Issuer shall mail a notice to each Holder
describing the transaction or transactions that constituted the Change of
Control and offering to purchase Notes on the date specified in such notice,
which notice shall comply with Section 3.10 hereof. The Issuer shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of the Notes as a result of the
Change of Control.

         Notwithstanding the foregoing provisions, the Issuer shall not be
required (i) to make a Change of Control Offer if prior to the date as of which
the Issuer would otherwise be required to mail such notice the Issuer has given
or caused to be given a notice of redemption of the Notes pursuant to Section
3.07(b) hereof or (ii) to purchase Notes pursuant to any such notice of a Change
of Control Offer if the Issuer shall redeem the Notes pursuant to such Section.

         The Change of Control provisions described in this Section 4.15 shall
be applicable notwithstanding any other provisions of this Indenture, other than
Section 3.10 hereof, which Section 3.10 shall govern the procedures used in
connection with a Change of Control Offer.

         The Issuer shall not be required to make a Change of Control Offer upon
a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Issuer and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

                  SECTION 4.16. Limitation on Issuances and Sales of Capital
                  Stock of Restricted Subsidiaries.

         The Issuer (i) shall not, and shall not permit any Restricted
Subsidiary of the Issuer to, transfer, convey, sell, lease or otherwise dispose
of any Capital Stock of any Restricted Subsidiary of the Issuer to any Person
(other than the Issuer or a Restricted Subsidiary of the Issuer), unless (a)
such transfer, conveyance, sale, lease or other disposition is of all the
Capital Stock of such Restricted Subsidiary (provided that minority interests in
any such Capital Stock may be retained if necessary, in the determination of the
Board of Directors, to facilitate such transfer, conveyance, sale, lease or
other disposition), and (b) the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with any
applicable provisions of Section 3.09 or Section 4.10 hereof, and (ii) except as
provided in an IPP Sale Agreement, shall not permit any Restricted Subsidiary of
the Issuer to issue any of its Equity Interests (other than, if necessary,
shares of its Capital Stock constituting directors' qualifying shares) to any
Person other than to the Issuer or a Restricted Subsidiary of the Issuer;
provided, however, that the foregoing restrictions shall not apply to transfers,
conveyances, sales, leases or other dispositions (collectively "dispositions")
of any Capital Stock of any Restricted Subsidiary that have a fair market value
at the time of such disposition of less than $5 million.

                                      -41-


                  SECTION 4.17. Payments for Consent.

         Neither the Issuer nor any of its Restricted Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Note for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE V.
                                   SUCCESSORS

                  SECTION 5.01. Merger, Consolidation or Sale of Assets.

         The Issuer shall not consolidate or merge with or into (whether or not
the Issuer is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person unless (i) the
Issuer is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Issuer) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is organized and existing under the laws of the United States, any state
thereof or the District of Columbia; (ii) the Person formed by or surviving any
such consolidation or merger (if other than such Issuer), or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition shall
have been made, assumes all the obligations of the Issuer under the Notes and
this Indenture pursuant to a supplemental indenture in form reasonably
satisfactory to the Trustee; (iii) immediately after such transaction, no
Default or Event of Default exists; and (iv) except in the case of a merger of
the Issuer with or into one of its Wholly Owned Restricted Subsidiaries, the
Issuer or the Person formed by or surviving any such consolidation or merger (if
other than the Issuer), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made, shall, at the time of such
transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, have a
Consolidated Net Worth in an amount which is not less than the Consolidated Net
Worth of the Issuer immediately prior to such transaction. Notwithstanding the
foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties and assets to the
Issuer and (b) the Issuer may merge with an Affiliate incorporated solely for
the purpose of reincorporating the Issuer in another jurisdiction. In the case
of a sale, assignment, lease, transfer, conveyance or other disposition of all
or substantially all of the assets of the Issuer, upon the assumption provided
for in clause (ii) above, the Issuer shall be discharged from all further
liability and obligation under this Indenture.

         Prior to the proposed transaction, the Issuer shall deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel, each of which shall
state that such consolidation, merger or transfer and such supplemental
indenture comply with this Article 5 and that all conditions precedent herein
provided for relating to such transaction have been complied with.

                  SECTION 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Issuer in accordance with Section

                                      -42-


5.01 hereof, the successor Person formed by such consolidation or into or with
which the Issuer is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for
(so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Issuer" shall refer instead to such successor and not to the Issuer), and
may exercise every right and power of, the Issuer under this Indenture with the
same effect as if such successor Person had been named as the Issuer herein;
provided, however, that the predecessor Issuer shall not be relieved from the
obligation to pay the principal of and premium and interest on the Notes except
in the case of a sale of all or substantially all of the Issuer's assets as
provided in the last sentence of the first paragraph of Section 5.01 hereof.

                  SECTION 5.03. Exclusion.

         The foregoing provisions of this Article 5 shall not apply to any
Principal Asset Sale or Principal Asset Sales.

                                  ARTICLE VI.
                             DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default.

         An "Event of Default" occurs if:

         (a) the Issuer defaults for 30 days in the payment when due of interest
on the Notes;

         (b) the Issuer defaults in payment when due of the principal of or
premium, if any, on the Notes;

         (c) the Issuer fails, and such failure continues for 30 days after
notice from the Trustee, or from the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, to comply with the Issuer's
obligations to be performed pursuant to Section 4.15 or Article 5 hereof;

         (d) the Issuer fails, and such failure continues for 45 days after
notice from the Trustee, or from the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, to comply with any of its other
agreements in this Indenture, the Notes or the Security Documents; or any of the
representations and warranties made by the Issuer in the Pledge Agreement or the
Intercreditor Agreement shall have been untrue in any material respect when
made;

         (e) (i) an event of default occurs under any New Credit Facility under
which Indebtedness outstanding, together with any additional amount that may be
borrowed thereunder, aggregates at the time of determination hereunder at least
$10 million in principal amount, and such event of default continues for 30
days; or (ii) the Issuer defaults under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Issuer or any of its Restricted
Subsidiaries (or the payment of which is Guarantied by the Issuer or any of its
Restricted Subsidiaries) (other than, in each such case, Non-Recourse Debt or
Indebtedness referred to in

                                      -43-


item (xvi) of the second paragraph of Section 4.09 hereof), whether such
Indebtedness or Guaranty now exists or is created after the date of this
Indenture (but not including Indebtedness referred to in clause (i) of this
subsection (e)), which default referred to in this clause (ii) is caused by a
failure to pay principal at final maturity or results in the acceleration of
such Indebtedness prior to its Stated Maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness the Stated Maturity of which has been so accelerated,
aggregates $10 million or more;

         (f) the Issuer or any of its Significant Subsidiaries, or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary,
fails to pay final judgments (not subject to appeal) aggregating in excess of
$10 million, which judgments are not paid, discharged or stayed for a period of
45 days after the same have become final;

         (g) the Issuer or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case;

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

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

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

                  (v) admits in writing its inability to pay its debts as they
         become due;

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

                  (i) is for relief against the Issuer or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary in an involuntary case;

                  (ii) appoints a custodian of the Issuer or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary or for all or
         substantially all of the property of the Issuer or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary; or

                  (iii) orders the liquidation of the Issuer or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
consecutive days; or

                                      -44-


                  (iv) the Trustee, for the benefit of the Holders, fails or
         ceases to have a valid and perfected Lien on any Collateral, subject
         only to Permitted Liens.

                  SECTION 6.02. Acceleration.

         If any Event of Default occurs and is continuing, the Trustee may, and
upon the direction of the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes shall, declare all the Notes to be due and payable
immediately; provided, however, that in the event of an acceleration based upon
an Event of Default provided for in Section 6.01(e) above, such declaration of
acceleration shall be automatically annulled if the holders of the other
Indebtedness referred to in clause (i) therein have waived the event of default
referred to therein or the holders of the other Indebtedness that is the subject
of acceleration as referred to in clause (ii) thereof have rescinded the
declaration of acceleration in respect of such Indebtedness. Notwithstanding the
foregoing, in the case of an Event of Default provided for in Section 6.01 (g)
above with respect to the Issuer or in clause (i), (ii) or (iii) of Section
6.01(h) above with respect to the Issuer, all outstanding Notes will become due
and payable without further action or notice. Holders of the Notes may not
enforce this Indenture or the Notes except as provided in this Indenture.
Subject to the limitations set forth in Section 6.05 hereof, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power.

                  SECTION 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes, this Indenture or the Security Documents, subject to any applicable
provisions of the Intercreditor Agreement.

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

                  SECTION 6.04. Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by written notice to the Trustee may on behalf of the
Holders of all of the Notes waive an existing Default or Event of Default and
its consequences hereunder, except (i) a continuing Default or Event of Default
in the payment of the principal of or premium or interest on the Notes (provided
that the Holders of at least a majority in aggregate principal amount of the
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration), and (ii) a default with
respect to a provision that under Section 9.02 hereof cannot be amended without
the consent of each Holder 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.

                                      -45-


                  SECTION 6.05. Control by Majority.

         Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, or exercising any
trust or power conferred on it, under this Indenture, the Notes, the Security
Documents or otherwise. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines may be
unduly prejudicial to the rights of other Holders or that may involve the
Trustee in personal liability and may take any other action it deems proper that
is not inconsistent with any such direction received from such Holders of the
Notes. In addition, prior to taking any action hereunder, the Trustee shall be
entitled to indemnification from the Holders on terms reasonably satisfactory to
the Trustee against all losses and expenses arising from taking or not taking
such action.

                  SECTION 6.06. Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

         (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

         (b) the Holders of at least 25% in aggregate principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;

         (c) such Holder or Holders offer and, if requested, provide to the
Trustee indemnity reasonably satisfactory to the Trustee against any loss,
liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

                  SECTION 6.07. Rights of Holders of Notes to Receive Payment.

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

                  SECTION 6.08. Collection Suit by Trustee.

         If an Event of Default provided for in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Issuer for the whole amount of
principal of, premium and interest remaining unpaid

                                      -46-


on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  SECTION 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims, and any custodian 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
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof,
out of the estate in any such proceeding shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. 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 Notes or the rights of any Holder or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                  SECTION 6.10. Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall,
subject to applicable provisions of the Security Documents, pay out the money in
the following order:

         First: to the Trustee, its agents and counsel for amounts due under
Section 7.07 hereof, including payment of all reasonable compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

         Second: to Holders for amounts due and unpaid on the Notes for
principal, premium and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal,
premium and interest, respectively; and

         Third: to the Issuer or to such party as a court of competent
jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

                                      -47-


                  SECTION 6.11. Undertaking for Costs.

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

                                  ARTICLE VII.
                                    TRUSTEE

                  SECTION 7.01. Duties of Trustee.

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

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

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture, and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, on certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall be under a duty to examine
         any such certificates or opinions to determine whether or not they
         conform to the requirements of this Indenture (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein).

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

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

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

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

                                      -48-


         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), and (e) of this Section 7.01 and Section 7.02.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

         (f) The Trustee shall not (i) be liable for interest on any money
received by it or (ii) be required to invest any such moneys, except in either
case as the Trustee may agree in writing with the Issuer. Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law or by an agreement in writing with the Issuer.

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

         (h) In no event shall the Trustee be liable for (i) any indirect,
special, punitive or consequential loss or damage of any kind whatsoever,
including but not limited to lost profits, even if the Trustee has been advised
of the likelihood of such loss or damage and regardless of the form of action,
or (ii) any failure or delay in the performance of its obligations hereunder
because of circumstances beyond its control, including but not limited to acts
of God, flood, war (whether declared or undeclared), terrorism, fire, riot,
embargo or governmental action, including any laws, ordinances, regulations or
governmental action which delay, restrict or prohibit the performance by the
Trustee of its services to be provided pursuant to this Indenture.

                  SECTION 7.02. Rights of Trustee.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

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

                                      -49-


         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture; provided that the Trustee's conduct
does not constitute willful misconduct or negligence.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuer shall be sufficient if
signed by an Officer of the Issuer.

         (f) 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 unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

         (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event that is in fact such a
Default or Event of Default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture.

                  SECTION 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign, if necessary. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.

                  SECTION 7.04. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuer's use of any proceeds from the Notes or any money
paid to the Issuer or upon the Issuer's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the issuance of the Notes or pursuant to
this Indenture other than its certificate of authentication.

                  SECTION 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and is known
to the Trustee, the Trustee shall mail to Holders a notice of the Default or
Event of Default within 30 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interest of the Holders of the Notes.

                                      -50-


                  SECTION 7.06. Reports by Trustee to Holders of the Notes.

         Within 60 days after each April 15 beginning with the April 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c).

         A copy of each report at the time of its mailing to the Holders shall
be mailed to the Issuer and filed with the SEC and each stock exchange, if any,
on which the Notes are listed in accordance with TIA ss. 313(d). The Issuer
shall promptly, and in any event within 10 Business Days, notify the Trustee
when the Notes are listed on any stock exchange.

                  SECTION 7.07. Compensation and Indemnity.

         The Issuer shall pay to the Trustee from time to time such compensation
as the Trustee and the Issuer shall from time to time agree in writing for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

         The Issuer shall indemnify the Trustee against any and all losses,
liabilities, damages, claims or expenses (including reasonable attorneys' fees
or taxes (other than taxes based on the income of the Trustee)) incurred by it
arising out of or in connection with the acceptance or administration of this
Indenture and the performance of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuer (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuer, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its
negligence, willful misconduct or bad faith. The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuer shall not relieve the Issuer of its obligations hereunder.
The Issuer shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel, and the Issuer shall pay the
reasonable fees and expenses of such counsel. The Issuer need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

         The obligations of the Issuer under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

         To secure the payment obligations of the Issuer in this Section, the
Trustee shall have a Lien prior to the claims of the Holders of the Notes on all
money or property held or collected by the Trustee, except that held in trust to
pay principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) hereof or clause (i), (ii) or (iii) of
Section 6.01(h) hereof occurs, the expenses

                                      -51-


and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

                  SECTION 7.08. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

         The Trustee may resign at any time and be discharged from the trust
hereby created by so notifying the Issuer in writing. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuer in writing. The Issuer may remove the
Trustee without prior notice and without liability to the Issuer by notifying
the Trustee in writing if:

         (a) the Trustee fails to comply with Section 7.10 hereof;

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c) a custodian or public officer takes charge of the Trustee or its
property; or

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

         If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, if all sums owing
to the Trustee hereunder have been paid and

                                      -52-


subject to the Lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer's
obligations under Section 7.07 hereof shall continue for the benefit of the
retiring Trustee.

                  SECTION 7.09. Successor Trustee by Merger, Etc.

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

                  SECTION 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee that satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

                  SECTION 7.11. Preferential Collection of Claims Against
                  Issuer.

         The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee that has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                 ARTICLE VIII.
                            DISCHARGE OF INDENTURE;
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 8.01. Satisfaction and Discharge of Indenture.

         When (i) all outstanding Notes theretofore authenticated and issued
have been delivered (other than destroyed, lost or stolen Notes that have been
replaced or paid) to the Trustee for cancellation and the Issuer has paid all
sums payable by the Issuer hereunder or (ii) (x) all of the outstanding Notes
not previously canceled or delivered to the Trustee for cancellation shall have
become due and payable, including upon notice of redemption under arrangements
satisfactory to the Trustee, and (y) the Issuer shall have deposited with the
Trustee, in trust, cash in U.S. dollars in an amount sufficient to pay the
principal of, premium, if any, and interest on all of the Notes (other than
destroyed, lost or stolen Notes that have been replaced or paid) not previously
canceled or delivered to the Trustee for cancellation, on the date such payments
are due to such date of maturity or redemption, as the case may be, and if, in
the case of either clause (i) or (ii), the Issuer shall also pay or cause to be
paid all other sums payable hereunder by the Issuer, then this Indenture shall
cease to be of further effect (except as to (1) remaining rights of registration
of transfer, substitution and exchange, (2) rights hereunder of Holders to
receive payments of principal of, premium, if any, and interest on the Notes and
the other rights, duties and obligations of Holders as beneficiaries hereof with
respect to the amounts so deposited with the

                                      -53-


Trustee and (3) the rights, obligations and immunities of the Trustee
hereunder), and the Trustee, on demand of the Issuer accompanied by an Officers'
Certificate and an Opinion of Counsel as provided in Section 11.05 hereof and at
the cost and expense of the Issuer, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

         In addition, the Issuer may satisfy its obligations under this
Indenture as provided in Section 8.02 hereof.

                  SECTION 8.02. Option to Effect Legal Defeasance or Covenant
                  Defeasance.

         The Issuer may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.03 or 8.04 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

                  SECTION 8.03. Legal Defeasance and Discharge.

         Upon the Issuer's exercise under Section 8.02 hereof of the option
applicable to this Section 8.03, the Issuer shall, subject to the satisfaction
of the conditions set forth in Section 8.05 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Issuer shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.06 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other
obligations under the Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following provisions, which shall survive until
otherwise terminated or discharged hereunder or until the Notes have been paid
in full: (a) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in Section 8.06 hereof, and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due, (b) the Issuer's obligations
with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Issuer may exercise its option under this
Section 8.03 notwithstanding the prior exercise of its option under Section 8.04
hereof.

                  SECTION 8.04. Covenant Defeasance.

         Upon the Issuer's exercise under Section 8.02 hereof of the option
applicable to this Section 8.04, the Issuer shall, subject to the satisfaction
of the conditions set forth in Section 8.05 hereof, be released from its
obligations under the covenants set forth in Article 4 hereof except for
Sections 4.01 and 4.02 and, to the extent required by law, 4.04, and, with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.05 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to

                                      -54-


be deemed "outstanding" for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Issuer may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, 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 or in any other document, and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Issuer's exercise under Section
8.02 hereof of the option applicable to this Section 8.04, subject to the
satisfaction of the conditions set forth in Section 8.05 hereof, Sections
6.01(c) through (h) hereof (but, in the case of Sections 6.01(g) and (h), with
respect only to Significant Subsidiaries) shall not constitute Events of
Default.

                  SECTION 8.05. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.03 or 8.04 hereof to the outstanding Notes. In order to exercise
either Legal Defeasance or Covenant Defeasance:

         (a) the Issuer must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable United
States Government Obligations or a combination thereof in such amounts as shall
be sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Issuer must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

         (b) in the case of an election under Section 8.03 hereof, the Issuer
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (I) the Issuer has received
from, or there has been published by, the Internal Revenue Service a ruling or
(II) since the date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
shall not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and shall 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 Legal Defeasance had not occurred;

         (c) in the case of an election under Section 8.04 hereof, the Issuer
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and shall 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 Covenant Defeasance had not occurred;

                                      -55-


         (d) no Default or Event of Default shall occur under Section 6.01(g) or
6.01(h) hereof at any time in the period ending on the 91st day after the date
of deposit;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument to which the Issuer or any of its Restricted Subsidiaries is a party
or by which the Issuer or any of its Restricted Subsidiaries is bound;

         (f) on the 123rd day following the deposit, the trust funds shall not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

         (g) the Issuer shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the Holders over any other creditors of the Issuer or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Issuer; and

         (h) the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

                  SECTION 8.06. Deposited Money and Government Obligations to Be
                  Held in Trust; Other Miscellaneous Provisions.

         Subject to Section 8.07 hereof, all money and United States Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.06, the
"Trustee") pursuant to Section 8.05 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Issuer acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or securities deposited
pursuant to Section 8.05 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon the request of the
Issuer any money or securities held by it as provided in Section 8.05 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.05(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

                                      -56-


                  SECTION 8.07. Repayment to Issuer.

         The Trustee and the Paying Agent shall promptly pay to the Issuer upon
written request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Issuer upon written
request any money held by them for the payment of principal, premium or interest
that remains unclaimed for two years after the date upon which such payment
shall have become due; provided, however, that the Issuer shall have either
caused notice of such payment to be mailed to each Holder of the Notes entitled
thereto no less than 30 days prior to such repayment or within such period shall
have published such notice in a financial newspaper of widespread circulation
published in The City of New York, including, without limitation, The Wall
Street Journal. After payment to the Issuer, Holders of the Notes entitled to
the money must look to the Issuer for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

                  SECTION 8.08. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or United
States Government Obligations in accordance with Section 8.03 or 8.04, as the
case may be, by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.03 or 8.04, as the case may be, until such time
as the Trustee or Paying Agent is permitted to apply all such money or United
States Government Obligations in accordance with Section 8.03 or 8.04, as the
case may be; provided, however, that if the Issuer has made any payment of
interest on or principal or premium of any Notes because of the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or United States Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE IX.
                        AMENDMENT, SUPPLEMENT AND WAIVER

                  SECTION 9.01. Without Consent of Holders of Notes.

         Notwithstanding the provisions of Section 9.02 hereof, the Issuer and
the Trustee may amend or supplement this Indenture, the Notes or any of the
Security Documents without the consent of any Holder:

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

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes in a manner that does not materially adversely affect any
Holder;

         (c) to provide for the assumption of the Issuer's obligations to the
Holders by a successor to the Issuer pursuant to Article 5 hereof;

                                      -57-


         (d) to make changes in the Security Documents determined by the Issuer
to be necessary or appropriate in connection with the execution and delivery by
the Issuer of the initial New Credit Facility, provided that no such change
shall terminate the Lien on any of the Collateral provided for in the Pledge
Agreement, subordinate such Lien to the Lien of any other Person, other than
Liens securing Indebtedness and obligations under the New Credit Facility, or
otherwise materially and adversely affect such Lien;

         (e) to make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights
hereunder or thereunder of any Holder; or

         (f) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA.

         Upon the request of the Issuer accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture or other
such amendment, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of
any amended or supplemental Indenture or other such amendment authorized or
permitted by the terms of this Indenture, but the Trustee shall not be obligated
to enter into such amended or supplemental Indenture or other such amendment
that affects its own rights, duties or immunities under this Indenture or
otherwise.

                  SECTION 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Issuer and the
Trustee may amend or supplement this Indenture, the Notes or any of the Security
Documents with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, Notes),
and, with such consent and subject to Sections 6.04 and 6.07 hereof, may waive
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the
Security Documents.

         Upon the request of the Issuer accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture or other
such amendment, and upon the filing with the Trustee of evidence satisfactory to
the Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Issuer in the execution of such amended or supplemental Indenture
or other such amendment unless such amended or supplemental Indenture or other
such amendment affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture or
other such amendment.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                                      -58-


         After an amendment, supplement or waiver under this Section becomes
effective, the Issuer shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuer to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.

         Notwithstanding the foregoing, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not (with respect
to any Notes held by a non-consenting Holder):

         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
(provided that this subsection (b) shall not be deemed to apply to any
alteration of or waiver with respect to the definition of the term "Excess Cash
Flow" or the term "Net Proceeds" (or any other defined terms used in such
definitions) contained in Section 1.01 hereof);

         (c) reduce the rate of or extend the time for payment of interest,
including default interest, on any Note;

         (d) make any Note payable in money other than that stated in the Notes;

         (e) make any change in the provisions of this Indenture governing
waivers of past Defaults or the rights of Holders to receive payments of
principal of, premium, if any, or interest on the Notes; or

         (f) provide for the release of any material Pledged Equity Interests
(as such term is defined in the Pledge Agreement) except in accordance with the
terms of the Security Documents.

                  SECTION 9.03. Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

                  SECTION 9.04. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder may revoke the consent as to its
Note if the Trustee receives written notice of revocation before the date the
amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective on receipt by the Trustee of written consents from the
Holders of the requisite percentage in principal amount of the outstanding Notes
in accordance with its terms and thereafter binds every Holder.

                                      -59-


         The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Notes entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then,
notwithstanding the last two sentences of the immediately preceding paragraph,
those Persons who were Holders of Notes at such record date (or their duly
designated proxies) and only those Persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders of such Notes after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

                  SECTION 9.05. Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuer in
exchange for all Notes may issue, and the Trustee shall, upon receipt of written
instructions signed by an Officer of the Issuer, authenticate, new Notes that
reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

                  SECTION 9.06. Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuer
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying conclusively upon an Officers' Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture.

                                   ARTICLE X.
                                    SECURITY

                  SECTION 10.01. Pledge and Intercreditor Agreements.

         (a) In order to secure the due and punctual payment of the principal
of, premium, if any, and interest on the Notes when and as the same shall become
due and payable, whether on an interest payment date, at maturity, by
acceleration, purchase hereunder, redemption or otherwise and interest on the
overdue principal of, premium, if any, and (to the extent permitted by law)
interest, on the Notes and performance of all of the other obligations of the
Issuer to the Holders or the Trustee under this Indenture, the Notes and the
Pledge Agreement, the Issuer and the Trustee shall, concurrently with the
initial issuance of the Notes, enter into the Pledge Agreement, pursuant to
which the Issuer will pledge and grant to the Trustee a security interest in all
of the right, title and interest of the Issuer in, to and under the Collateral
referred to therein for the equal and ratable benefit and security of the
Holders of the Notes, without preference, priority or distinction of any thereof
over any other by reason of difference in time of issuance, sale or otherwise,
and for the Trustee or any other agent for such Holders to the extent provided
in this Indenture and in the Security Documents. At the time the Pledge
Agreement is executed

                                      -60-


and delivered, the Issuer will have full right, power and lawful authority to
pledge and grant a security interest in the property constituting the
Collateral, in the manner and form done, or intended to be done, in this
Indenture and the Pledge Agreement, free and clear of all Liens whatsoever,
except Permitted Liens, and except to the extent otherwise provided therein and
herein, (i) will forever warrant and defend the title to the same against the
claims of all other Persons whatsoever, (ii) will execute, acknowledge and
deliver to the Trustee such further assignments, transfers, assurances or other
instruments as the Trustee may reasonably request and (iii) will do or cause to
be done all such acts and things as may be necessary or proper, or as may be
reasonably requested by the Trustee, to assure and confirm to the Trustee the
perfection and priority of the security interests in the Collateral contemplated
by the Pledge Agreement, all subject to the provisions of the Intercreditor
Agreement, so as to render the same available for the security and benefit of
this Indenture and of the Notes, according to the intent and purposes herein
expressed.

         (b) Each Holder, by accepting a Note, (i) consents and agrees to all of
the terms and provisions of the Security Documents, as the same may be amended
from time to time in accordance with the provisions thereof and of this
Indenture and be in effect from time to time, (ii) authorizes and directs the
Trustee to enter into the Security Documents and to act as the secured party
under the Pledge Agreement and the Junior Secured Creditor under the
Intercreditor Agreement and (iii) authorizes and directs each of the Tranche A
and Tranche B Trustee to act as collateral agent under the Intercreditor
Agreement as and to the extent provided therein; provided, however, that if any
provision of the Security Documents limits, qualifies or conflicts with the
duties imposed by the TIA, when applicable, the TIA shall control.

                  SECTION 10.02. Recording and Opinions.

         (a) The Issuer will, at its own expense, register, record and file or
rerecord, refile and renew the Security Documents, this Indenture and all
amendments or supplements thereto in such manner and in such place or places, if
any, as may be required by law in order fully to preserve and protect the Liens
of the Security Documents on all of the Collateral and to effectuate and
preserve the perfection and priority of the security intended to be created and
maintained hereby and thereby.

         (b) The Issuer will furnish to the Trustee on the first day of April
(or if such day is not a Business Day, on the next day that is a Business Day)
in each year, beginning with the year 2005, an Opinion of Counsel dated as of
such date, either:

                  (i) stating that, in the opinion of such counsel, all action
         has been taken with respect to the recording, registering, filing,
         re-recording, re-registering and re-filing of all supplemental
         indentures, financing statements, continuation statements or other
         instruments as is necessary to maintain and perfect the Lien of the
         Security Documents and reciting with respect to the security interests
         in the Collateral the details of such action or referring to prior
         Opinions of Counsel in which such details are given and (B) stating
         that, in the opinion of such counsel, based on relevant laws as in
         effect on the date of such Opinion of Counsel, all financing statements
         and continuation statements have been executed and filed that are
         necessary as of such date and during the succeeding 12 months fully to
         preserve, perfect and protect, to the extent such protection and

                                      -61-


         preservation are possible by filing, the rights of the Holders and the
         Trustee hereunder and under the Security Documents with respect to the
         security interests in the Collateral; or

                  (ii) stating that, in the opinion of such counsel, no such
         action is necessary to maintain and perfect such Liens and maintain the
         priority of such Liens in the Collateral.

         (c) The Issuer will otherwise comply with the provisions of TIA Section
314(b).

                  SECTION 10.03. Actions to Protect Collateral.

         In addition to and subject to the provisions of Article VII hereof and
of the Security Documents, the Trustee shall have power to institute and
maintain such suits and proceedings as the Trustee reasonably may deem expedient
to prevent any impairment of the Collateral or of the perfection, status or
priority of the Liens in the Collateral intended by the Security Documents to be
created and maintained or to preserve or protect its interests and the interests
of the Holders in the Collateral.

         If an advance of funds shall at any time be required for the
preservation or maintenance of any Collateral, then, upon three Business Days'
notice to the Issuer, the Trustee shall be entitled (but shall not be obligated)
to make such advance. Each such advance shall be reimbursed, with interest from
the date such advance was made (at the rate then borne by the Notes), by the
Issuer, upon demand of the Trustee. Any funds advanced by the Trustee pursuant
to this Section 10.03 for the preservation and maintenance of Collateral shall
be secured obligations hereunder, secured by the security interest in the
Collateral pursuant to the Security Documents.

                  SECTION 10.04. Receipt of Funds Under Security Documents.

         The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents and to make distributions of
such funds to the Holders according to the provisions of this Indenture and the
Security Documents.

                  SECTION 10.05. Release of Collateral.

         (a) Collateral may be released from the Lien of the Pledge Agreement in
accordance with the provisions of the Pledge Agreement and any applicable
provisions of any of the other Security Documents. The Trustee and each of the
Holders acknowledges that a release of Collateral or Liens strictly in
accordance with the terms of the Pledge Agreement and any applicable provisions
of any of the other Security Documents will not be deemed for any purpose to be
an impairment of such Liens in contravention of the terms hereof or of the
Security Documents.

         To the extent applicable, the Issuer shall cause TIA Section 314(d) to
be complied with. Any certificate or opinion required by TIA Section 314(d) may
be made by any Officer of the Issuer, provided that, to the extent required by
TIA Section 314(d), any such certificate or opinion shall be made by an
"independent appraiser" or other "expert" (as such terms are set forth in TIA
Section 314(d)).

                                      -62-


                  SECTION 10.06. Intercreditor Agreement.

         The rights of the Trustee hereunder and under the Pledge Agreement with
respect to the Collateral are subject to the terms of the Intercreditor
Agreement, and in the event of any conflict or inconsistency between the
provisions of this Indenture or the Pledge Agreement and the provisions of the
Intercreditor Agreement, the provisions of the Intercreditor Agreement shall
control.

                                  ARTICLE XI.
                                 MISCELLANEOUS

                  SECTION 11.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss. 318(c), the imposed duties shall control.

                  SECTION 11.02. Notices.

         Any notice or communication by the Issuer or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first class
mail (registered or certified, return receipt requested), telecopier or
overnight air courier promising next Business Day delivery to the other's
address:

         If to the Issuer:

                   National Energy & Gas Transmission, Inc.
                   7600 Wisconsin Avenue
                   Bethesda, Maryland 20814
                   Telecopier No.: (301) 280-6319
                   Attention: Chief Financial Officer

         With a copy to:

                   Willkie Farr & Gallagher
                   787 Seventh Avenue
                   New York, New York 10019
                   Telecopier No.: (212) 728-8111
                   Attention:  Cornelius T. Finnegan, III
                   and:

         If to the Trustee:

                   The Bank of New York 101 Barclay Street, Floor 8 West New
                   York, New York 10286 Telecopier No.: 212-815-5704
                   Attention: Corporate Trust Trustee Administration

                                      -63-


         The Issuer or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five (5) Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier promising next Business Day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail or by overnight air courier promising next Business Day delivery to the
Holder's address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA ss. 313(c),
to the extent required by the TIA. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

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

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

                  SECTION 11.03. Communication by Holders of Notes with Other
                  Holders of Notes.

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

                  SECTION 11.04. Certificate and Opinion as to Conditions
                  Precedent.

         Upon any request or application by the Issuer to the Trustee to take
any action under this Indenture (other than the initial issuance of the Notes),
the Issuer shall furnish to the Trustee:

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

                  SECTION 11.05. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

                                      -64-


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

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

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

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

                  SECTION 11.06. Rules by Trustee and Agents.

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

                  SECTION 11.07. No Personal Liability of Directors, Officers,
                  etc.

         No director, officer, employee, partner, member, manager, incorporator
or stockholder of the Issuer or any of its Subsidiaries, as such, shall have any
liability for any obligations of the Issuer under the Notes, this Indenture or
the Security Documents or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                  SECTION 11.08. Governing Law.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW) SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES.

                  SECTION 11.09. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

                  SECTION 11.10. Successors.

         All covenants and agreements of the Issuer in this Indenture and the
Notes shall bind its successors and assigns. All covenants and agreements of the
Trustee in this Indenture shall bind its successors and assigns.

                                      -65-


                  SECTION 11.11. Severability.

         In case any provision in this Indenture or in the Notes 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,
and in lieu of such invalid, illegal or unenforceable provision, a new provision
shall be inserted as similar in terms and commercial effect to such invalid,
illegal or unenforceable provision as may be possible and be valid, legal and
enforceable.

                  SECTION 11.12. Counterpart Originals.

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

                  SECTION 11.13. Table of Contents, Headings, Etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                      [The next page is the signature page]





                                      -66-


                                   SIGNATURES

Dated as of              , 2004
            -------------

Issuer:

NATIONAL ENERGY & GAS TRANSMISSION, INC.





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



Trustee:

THE BANK OF NEW YORK


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

[ACKNOWLEDGMENTS TO BE ADDED]





                                      -67-


                                   SCHEDULE A

                            UNRESTRICTED SUBSIDIARIES

USGen New England, Inc.

First Massachusetts Land Company, LLC

USGen Services Company, LLC

Peach IV Power LLC

Black Hawk Power Corporation

La Paloma Power, LLC

GenHoldings I, LLC

Osprey Power Corporation

Magnolia Power Corporation

Black Hawk Power Corporation

Peach I Power Corporation

Athens Generating Company, L.P.

Harquahala Power Corporation

Harquahala Generating Company, LLC

Covert Power Corporation

Covert Generating Company, LLC

Attala Power Corporation

Attala Generating Company, LLC

Attala Energy Company, LLC

NEGT Energy Trading Holdings, LLC

NEGT Energy Trading Holdings Corporation

NEGT Energy Trading - Gas Corporation

Parkhill Energy Management, Ltd. (Canada)

Virtual Credit Services, LLC

NEGT ET Investments Corporation

NEGT Energy Trading - Power, L.P.

NEGT ET Synfuel 166, LLC

NEGT ET Synfuel #2, LLC

NEGT International, Inc.

NEGT International Development Holdings, LLC

Gannet Power Corporation

Rocksavage Services I, Inc.



PG&E Overseas Holdings I, Ltd. (Cayman Islands)

PG&E Overseas Holdings II, Ltd. (Malaysia)

PG&E Corporation Australian Holdings Pty Ltd. (Australia)

PG&E Energy Trading Australia Pty Ltd. (Australia)

PG&E Corporation Australia Pty Ltd. (Australia)

Quantum Ventures

Energy Services Ventures, Inc.

Barakat & Chamberlin, Inc.

Altresco, Inc.

Berkshire Feedline Acquisition, L.P.

Berkshire Pittsfield, Inc.

Buckeye Power Corporation

Citrus Generating Company, L.P.

Colstrip Energy Limited Partnership

Cooper's Hawk Power Corporation

DPR, Inc.

Eucalyptus Power Corporation

Fellows Generating Company, L.P.

First Oregon Land Corporation

Gas Transmission Holdings Corporation

Gator Generating Company, L.P.

Heron Power Corporation

J Makowski Associates, Inc.

J Makowski Pittsfield, Inc.

JMC Altresco, Inc.

Loon Power Corporation

Mason Generating Company

Merlin Power Corporation

NEGT Acquisition Company, LLC

NEGT Overseas, Inc.

Okeelanta Power Limited Partnership

Pacific Gas Transmission International, Inc.

Pelican Power Corporation

Pittsfield Partners, Inc.

Spruce Power Corporation



Spruce Limited Partnership












                                    EXHIBIT A

                      (Face of Secured Tranche A Term Note)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, AS MAY
BE REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION.(1)

                      Secured Tranche A Term Note due 2011

No.                                                        $
   ---                                                      --------------------
                                                           CUSIP NO. 63580R A4 4

                    NATIONAL ENERGY & GAS TRANSMISSION, INC.

promises to pay to _________, or registered assigns, the principal sum of
_______________Dollars ($______________) as set forth on the reverse hereof.

Interest Payment Dates:  April 30 and October 31

Record Dates:  April 15 and October 15

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

NATIONAL ENERGY & GAS TRANSMISSION, INC.



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



This is one of the Secured
Tranche A Term Notes referred to in
the within-mentioned Indenture:

THE BANK OF NEW YORK
as Trustee

By:
   -------------------------------------
   (Authorized Signatory)

---------------
(1) This legend should be imprinted only on Notes issued to Persons deemed to be
"underwriters" and ineligible to benefit from the Bankruptcy Code Section 1145
exceptions to the Securities Act registration requirements.




                                 (Back of Note)
                      Secured Tranche A Term Note due 2011

         THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.(2)

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

1. PRINCIPAL. National Energy & Gas Transmission, Inc., a Delaware corporation,
or its successors (the "Issuer"), promises to pay the principal sum of ______
Dollars ($________) [or such other principal amount as shall be set forth in the
Schedule of Exchanges of Notes attached hereto(3)] on October 31, 2011.

         This Note is also subject to redemption as set forth in paragraphs 6, 7
and 8 of this Note.

2. INTEREST. The Issuer promises to pay interest on the principal amount of this
Note at a rate per annum equal to seven percent (7%). The Issuer will pay
interest in United States dollars semiannually in arrears on the last day of
each April and October, commencing on April 30, 2005, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided, however, that if there is no existing Default or Event of
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of the Notes pursuant to the
Plan, in which case interest shall accrue from the Effective Date of the Plan.
The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at a rate equal to 2%
per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful. Notwithstanding the foregoing provisions, interest on the Notes shall
not exceed the maximum rate permitted by law.

3. METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except
defaulted interest), if any, to the Persons who are registered Holders at the
close of business on

------------
(2) This paragraph should be included only if the Note is issued as a Global
Note.
(3) The bracketed language should be included only if the Note is issued as a
Global Note.

                                      A-2


the April 15 or October 15 next preceding the Interest Payment Date, even if
such Notes are cancelled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes shall be payable as to principal, premium, if
any, and interest at the office or agency of the Issuer maintained for such
purpose within or without The City of New York, or, at the option of the Issuer,
payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds shall be required with respect to
principal of, premium, if any, and interest on all Global Notes and all other
Notes the Holders of which shall have provided written wire transfer
instructions to the Issuer or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.

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

5. INDENTURE. The Issuer issued the Notes under an Indenture dated as of October
[ ], 2004 (the "Indenture") between the Issuer and the Trustee. The terms of
the Notes include those stated in the Indenture and those made a part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C.
ss.ss. 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. The Notes are limited to $500,000,000 in aggregate principal amount,
except as otherwise provided in the Indenture.

6. OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) below, the Notes shall not
be redeemable at the Issuer's option prior to October 31, 2007. Thereafter, the
Notes shall be redeemable at the option of the Issuer, in whole at any time or
in part from time to time, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on October
31 of the years indicated below:

YEAR                                                                 PERCENTAGE
2007 ............................................................... 103.50%
2008 ............................................................... 101.75%
2009 and thereafter ................................................ 100.00%

         (b) Notwithstanding foregoing, at any time within 75 days after the
date as of which the Issuer has knowledge of the occurrence of a Change of
Control, the Issuer may, but shall in no event be required to, redeem 100% but
not less than 100% of the outstanding Notes at a redemption price equal to 101%
of the principal amount of the Notes, plus accrued and unpaid interest thereon,
if any, to the redemption date.

                                      A-3


7 REDEMPTION OUT OF EXCESS CASH FLOW. The Notes are subject to mandatory
redemption by the Issuer on April 30 and October 31 of each year (or, if
financial statements for the period ended on the preceding December 31 or June
30, as the case may be, have not been provided to the Trustee pursuant to
Section 4.03 of the Indenture, on the date that is 30 days after the date of
delivery of such financial statements), with the first such payment to be made
on April 30, 2005, out of Excess Cash Flow at a redemption price equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest, if any, thereon to the redemption date. Notwithstanding the foregoing,
the Issuer shall not be required to redeem Notes pursuant to this paragraph 7 on
any such date out of Excess Cash Flow that is less than $1,000,000. Any
redemption of Notes pursuant to this paragraph 7 shall be made on a pro rata
basis (based on principal amounts outstanding) with any redemption of Tranche B
Notes then required to be made pursuant to Section 3.08 of the Tranche B
Indenture.

8. REDEMPTION OUT OF NET PROCEEDS OF PRINCIPAL ASSET SALES. The Notes are
subject to mandatory redemption by the Issuer within 30 days after the receipt
by the Issuer of Net Proceeds from any Principal Asset Sale, after application
of such Net Proceeds first to the payment of any unpaid fees and expenses of the
Collateral Agent under the Intercreditor Agreement and then to the payment of
all amounts then required to be paid pursuant to any New Credit Facility (but
without being required hereby to effect a permanent reduction of the commitment
under such facility), second to fund Cash on Hand and third to the payment of
any unpaid fees and expenses of the Trustee under the Indenture. The Notes shall
be so redeemed upon not less than 10 nor more than 20 days' notice at a
redemption price equal to the principal amount thereof to be redeemed, plus
accrued and unpaid interest thereon, if any, to the redemption date.
Notwithstanding the foregoing provisions, (i) if the Issuer receives Net
Proceeds from a Principal Asset Sale on or prior to the Initial Distribution
Date (as such term is defined in the Plan), the date by which the redemption
required hereby as a result of the receipt of such Net Proceeds shall occur
shall be 30 days after such receipt or, if later, the date that is 15 days after
the Initial Distribution Date and (ii) the Issuer shall not be required to
redeem Notes pursuant to this paragraph 8 out of Net Proceeds of any Principal
Asset Sale (except following the final distribution of such Net Proceeds) that
are received subsequent to the initial receipt of Net Proceeds from such Asset
Sale unless such subsequently received Net Proceeds, together with all other Net
Proceeds not theretofore applied pursuant to this paragraph 8, exceed
$1,000,000.

         The Issuer shall not be required to make mandatory redemption payments
(except pursuant to paragraph 7 above or this paragraph 8) or sinking fund
payments with respect to the Notes.

9. NOTICE OF REDEMPTION. Except as otherwise provided in paragraph 8 above,
notice of redemption shall be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date, interest, if any,
ceases to accrue on the Notes or portions thereof called for redemption, unless
the Issuer defaults in making such redemption payment.

                                      A-4


10. PURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control of
which the Issuer has knowledge, each Holder shall have the right to require the
Issuer to purchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof to the date of purchase. Within 30 days after
the date as of which the Issuer has knowledge of the occurrence of a Change of
Control, the Issuer shall mail a notice to each Holder describing the
transaction or transactions that constituted the Change of Control and offering
to purchase Notes on the date specified in such notice. The notice shall contain
all instructions and information necessary to enable Holders to tender Notes
pursuant to the Change of Control Offer, pursuant to the procedures required by
the Indenture.

         Notwithstanding the foregoing provisions, the Issuer shall not be
required (i) to make a Change of Control Offer if prior to the date as of which
the Issuer would otherwise be required to mail such notice the Issuer has given
or caused to be given a notice of redemption of the Notes pursuant to
subparagraph (b) of paragraph 6 above or (ii) to purchase Notes pursuant to any
such notice of a Change of Control Offer if the Issuer shall redeem the Notes
pursuant to such subparagraph. The Issuer shall not be required to make a Change
of Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in the Indenture applicable to a Change of Control Offer
made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

11. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons. The transfer of the Notes may be registered and the Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Issuer may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuer need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption of Notes or
during the period between a record date and the corresponding Interest Payment
Date. Definitive Notes shall be in denominations of $1,000 and integral
multiples thereof, except as otherwise permitted pursuant to Section 2.01(b) or
2.06(d)(ix) of the Indenture. Nothing in the Indenture or the Notes shall
prevent or be deemed to prevent Participants or Indirect Participants from
holding beneficial interests in a Global Note in denominations of $1.00 or
integral multiples thereof, provided that each Note or Notes issued upon any
registration of transfer or exchange of any Note, or pursuant to Section 2.10,
Section 3.06 or 3.10(g) of the Indenture, shall be issued in denominations of
$1,000 or integral multiples thereof, except that not more than one (1) new Note
so being issued in respect of the Note being surrendered (the "surrendered
Note") may be in a denomination that is not $1,000 or an integral multiple
thereof. Notes may not be surrendered for combination into a Note with a
principal amount that is not $1,000 or an integral multiple thereof.

12. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes, subject to the provisions of the Indenture and the Notes
relating to record dates for the payment of interest.

                                      A-5


13. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraphs, the
Indenture and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for the Notes), and any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

         Without the consent of any Holder, the Issuer and the Trustee may amend
or supplement the Indenture or the Notes to cure any ambiguity, defect or
inconsistency; to provide for uncertificated Notes in addition to or in place of
certificated Notes; to provide for the assumption and discharge of the Issuer's
obligations to Holders in the case of a merger or consolidation pursuant to
Article 5 of the Indenture; to make changes in the Security Documents determined
by the Issuer to be necessary or appropriate in connection with the execution
and delivery by the Issuer of the initial New Credit Facility, subject to
certain limitations set forth in the Indenture; to make any change that would
provide any additional rights or benefits to the Holders or that does not
adversely affect the legal rights under the Indenture of any such Holder; or to
comply with requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA.

14. DEFAULTS AND REMEDIES. Events of Default include (i) default for 30 days in
the payment when due of interest on the Notes; (ii) default in payment when due
of the principal of or premium, if any, on the Notes; (iii) failure of the
Issuer for 30 days after notice to comply with Section 4.15 or Article 5 of the
Indenture; (iv) failure of the Issuer for 45 days after notice to comply with
any of its other agreements in the Indenture, the Notes or the Security
Documents; or any of the representations and warranties made by the Issuer in
the Pledge Agreement or the Intercreditor Agreement shall have been untrue in
any material respect when made; (v) (x) an event of default under any New Credit
Facility under which Indebtedness outstanding, together with any additional
amount that may be borrowed thereunder, aggregates at the time of determination
at least $10 million in principal amount, and such event of default continues
for 30 days; or (y) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Issuer or any of its Restricted
Subsidiaries (or the payment of which is Guarantied by the Issuer or any of its
Restricted Subsidiaries) (other than, in each such case, Non-Recourse Debt or
Indebtedness referred to in item (xvi) of the second paragraph of Section 4.09
of the Indenture), whether such Indebtedness or Guaranty now exists or is
created after the date of the Indenture (but not including Indebtedness referred
to in item (x) of this clause (v), which default referred to in this item (y) is
caused by a failure to pay principal at final maturity or results in the
acceleration of such Indebtedness prior to its Stated Maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness the Stated Maturity of which has been so
accelerated, aggregates $10 million or more; (vi) failure by the Issuer or its
Significant Subsidiaries to pay final judgments (not subject to appeal)
aggregating in excess of $10 million, which judgments are not paid, discharged
or stayed for a period of 45 days after the same have become final; or (vii)
certain events of

                                      A-6


bankruptcy or insolvency with respect to the Issuer or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, or failure of the Trustee to have a valid
and perfected Lien on any Collateral, subject only to Permitted Liens.

15. INTERCREDITOR AGREEMENT. This Note is subject to the terms of the
Intercreditor Agreement, and in the event of any conflict or inconsistency
between the provisions of this Note and the provisions of the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall control.

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

17. NO RECOURSE AGAINST OTHERS. No director, officer, employee, partner, member,
manager, incorporator or stockholder of the Issuer or any of its Subsidiaries or
Affiliates, as such, shall have any liability for any obligations of the Issuer
under the Notes, the Indenture or the Security Documents, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

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

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

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

         The Issuer shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

         National Energy & Gas Transmission, Inc.
         7600 Wisconsin Avenue
         Bethesda, Maryland 20814
         Attention: Secretary



                  [Balance of page intentionally remains blank]


                                      A-7


                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's Soc. Sec. or Tax I.D. No.)

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

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

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

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

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Issuer.  The agent may substitute
another to act for it.


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

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


                              Signature Guarantee*:


* Signature must be guaranteed by an eligible guarantor institution within the
meaning of Securities and Exchange Commission Rule 17Ad-15 (including banks,
stock brokers, savings and loan associations, national securities exchanges,
registered securities associations, clearing agencies and credit unions) with
membership or participation in an approved signature guarantee medallion program
if this Note is to be delivered other than to, and in the name of, the
registered holder.




                                      A-8


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Issuer pursuant
to Section 4.15 of the Indenture, check the following box. [ ]

         If you want to elect to have only part of the Note purchased by the
Issuer pursuant to Section 4.15 of the Indenture, state the amount you elect to
have purchased:

$
 ------------
Date:                            Your Signature:
     ------------------------                   --------------------------------
                                 (Sign exactly as your name appears on the Note)

                                 Tax Identification No.:
                                                        ------------------------
                                 Signature Guarantee.*


* Signature must be guaranteed by an eligible guarantor institution within the
meaning of Securities and Exchange Commission Rule 17Ad-15 (including banks,
stock brokers, savings and loan associations, national securities exchanges,
registered securities associations, clearing agencies and credit unions) with
membership or participation in an approved signature guarantee medallion program
if this Note is to be delivered other than to, and in the name of, the
registered holder.





                                      A-9


                        SCHEDULE OF EXCHANGES OF NOTES(4)

         THE FOLLOWING EXCHANGES OF A PART OF THIS GLOBAL NOTE FOR OTHER NOTES
HAVE BEEN MADE:




-----------------------------------------------------------------------------------------------------------------------
                                                                        Principal Amount of
                     Amount of decrease in      Amount of increase in   this Global Note        Signature of authorized
                     Principal Amount of        Principal Amount of     following such          signatory of Trustee or
Date of Exchange     this Global Note           this Global Note        decrease (or increase)  Note Custodian
-----------------------------------------------------------------------------------------------------------------------





















-------------
(4) This should be included only if the Note is issued as a Global Note.


                                      A-10


                                                            DRAFT AS OF 06.21.04



                                    EXHIBIT B
                                    ---------

******************************************************************************








                    NATIONAL ENERGY & GAS TRANSMISSION, INC.



                                       and


                              THE BANK OF NEW YORK,
                                   as Trustee




                                PLEDGE AGREEMENT

                              Dated as of ___, 2004




                      SECURED TRANCHE A TERM NOTES DUE 2011










*****************************************************************************





                                TABLE OF CONTENTS

                                                                            Page

Section 1.     Definitions.....................................................1

Section 2.     Representations and Warranties..................................3

Section 3.     Security Interest...............................................6

   3.01     Grant of Security Interest.........................................6
   3.02     Company Remains Liable.............................................7

Section 4.     Certain Covenants and Agreements................................7

Section 5.     Declaration of Trust; Other Provisions Concerning the
                  Collateral..................................................11

   5.01     Declaration and Acceptance of Trust...............................11
   5.02     Right to Make Advances............................................12
   5.03     Release of Collateral.............................................12
   5.04     Purchaser Protected...............................................13
   5.05     Powers Exercisable by Receiver or Trustee.........................13

Section 6.     Filings, Perfection, Etc.......................................13

Section 7.     Trust Moneys...................................................14

   7.01     Trust Moneys......................................................14
   7.02     Withdrawal of Certain Trust Moneys................................15
   7.03     Application of Trust Moneys upon Event of Default.................15

Section 8.     Remedies, Etc..................................................16

   8.01     Event of Default..................................................16
   8.02     Deficiency........................................................17
   8.03     Removals, Etc.....................................................17
   8.04     Private Sale......................................................17
   8.05     Termination.......................................................17

Section 9.     The Trustee's Appointment as Attorney-in-Fact..................18

   9.01     Appointment as Attorney-in-Fact...................................18

Section 10.    Intercreditor Agreement........................................19

   10.01    Intercreditor Agreement Controls..................................19

Section 11.    Certain Provisions with respect to Remedies; Marshaling Pledged
                 Equity Interest..............................................19

Section 12.    Security Interest Absolute.....................................20

Section 13.    Miscellaneous..................................................22

                                        i


   13.01    No Waiver.........................................................22
   13.02    Notices...........................................................22
   13.03    Expenses..........................................................22
   13.04    Amendments, Etc...................................................23
   13.05    Successors and Assigns............................................23
   13.06    Captions..........................................................23
   13.07    Counterparts......................................................23
   13.08    Governing Law.....................................................23
   13.09    SUBMISSION TO JURISDICTION; SERVICE OF PROCESS....................23
            JURY TRIAL........................................................24
   13.10    Reinstatement.....................................................24
   13.11    Severability......................................................24
   13.12    No Limitation upon Indenture; Provisions for Benefit of Trustee...24


SCHEDULE A                  Issuers
SCHEDULE B                  Pledged Equity Interests
SCHEDULE C                  Filings

EXHIBIT A                   Form of Pledge Supplement
EXHIBIT B                   Form of Irrevocable Proxy
EXHIBIT C                   Form of Partnership/Limited Liability
                            Company/Stock/Trust Power









                                       ii


                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT dated as of ____, 2004 (this "Agreement") between
NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the
"Company"), and THE BANK OF NEW YORK, a New York banking corporation, as trustee
under the within-mentioned Indenture.

         Pursuant to an Indenture dated as of _____________, 2004 (as the same
may be amended, supplemented or otherwise modified and in effect from time to
time, the "Indenture") between the Company and The Bank of New York, as trustee
(the "Trustee"), the Company has authorized the issuance of up to $500,000,000
principal amount of its Secured Tranche A Term Notes due 2011 (the "Notes").

         Pursuant to an Indenture dated as of ____________, 2004(as the same may
be amended, supplemented or otherwise modified and in effect from time to time,
the "Tranche B Indenture") between the Company and Wilmington Trust Company, as
trustee (the "Tranche B Trustee"), the Company has authorized the issuance of up
to $500,000,000 principal amount of its Secured Tranche B Term Notes due 2011
(the "Tranche B Notes").

         To induce the holders of the Notes to accept such Notes upon their
issuance under the Indenture, the Company has agreed to pledge and grant a
security interest in the Collateral (as hereinafter defined) as security for the
Secured Obligations (as hereafter defined).

         Concurrently with the execution and delivery of this Agreement, the
Company is entering into a Pledge Agreement with the Tranche B Trustee pursuant
to which the Company agrees to pledge and grant a security interest in the
Collateral as security for the Secured Obligations (as such term is defined in
the Tranche B Pledge Agreement, as defined below) (such Pledge Agreement, as the
same may be amended, supplemented or otherwise modified and in effect from time
to time, the "Tranche B Pledge Agreement").

         Concurrently with the execution and delivery of this Agreement, the
Company is entering into a Collateral Agency and Intercreditor Agreement (as
such term is defined in the Indenture), which provides for, among other things,
the relative priorities of the pledges and security interests created pursuant
to this Agreement and the Tranche B Pledge Agreement and the pledges and
security interests securing certain other obligations of the Company.

         Accordingly, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Definitions. Terms used but not defined herein have the
respective meanings assigned to such terms in the Indenture. In addition, as
used herein:

         "Collateral" has the meaning ascribed thereto in Section 3.01 hereof.

         "Collateral Agent" has the meaning set forth in the Intercreditor
Agreement.



         "Deposited Funds" has the meaning ascribed thereto in Section 5.03
hereof.

         "Issuers" means (i) the Persons identified on Schedule A hereto and
(ii) any other Person (x) incorporated or formed as a Restricted Subsidiary of
the Company, or that first became a Restricted Subsidiary of the Company, after
the date hereof and (y) that has total assets as of the last day of any fiscal
quarter of the Company with a fair market value (determined in good faith by the
Board of Directors) in excess of $500,000, provided that a Restricted Subsidiary
of the Company incorporated or formed after the date hereof pursuant to or in
connection with a transaction provided for in an IPP Sale Agreement shall not be
an Issuer for purposes of this Agreement, provided further that any Restricted
Subsidiary referred to in this proviso shall become an Issuer for purposes of
this Agreement if, as a result of any change in or the termination of such IPP
Sale Agreement, such Subsidiary shall have no further role in the transactions
provided for in such Agreement.

         "Pledge Supplement" means any supplement to this Agreement in
substantially the form of Exhibit A hereto.

         "Pledged Equity Interests" means all Pledged Stock, Pledged LLC
Interests, Pledged Partnership Interests and Pledged Trust Interests.

         "Pledged LLC Interests" means all interests in any Issuer that is a
limited liability company, including, without limitation, all limited liability
company interests listed on Schedule B hereto (as such schedule may be amended
or supplemented from time to time) and the certificates representing such
limited liability company interests and any interest of the Company in entries
on the books and records of such limited liability company in respect of such
interests and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such limited liability company interests, together with all voting
rights and powers and other incidents of ownership appertaining to such limited
liability company interests.

         "Pledged Partnership Interests" means all interests in any Issuer that
is a general partnership, limited partnership, limited liability partnership or
other partnership, including, without limitation, all partnership interests
listed on Schedule B hereto (as such schedule may be amended or supplemented
from time to time) and the certificates representing such partnership interests
and any interest of the Company in entries on the books and records of such
partnership in respect of such interests and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such partnership interests, together
with all voting rights and powers and other incidents of ownership appertaining
to such partnership interests.

         "Pledged Stock" means all shares of capital stock of any Issuer that is
a corporation, including, without limitation, all shares of capital stock
described on Schedule B hereto (as such schedule may be amended or supplemented
from time to time), and the certificates representing such shares and any
interest of the Company in entries on the books of such corporation in respect
of such shares and all dividends, distributions, cash, warrants, rights,

                                       B-2


options, instruments, securities and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such shares, together with all voting rights and powers and
other incidents of ownership appertaining to such shares.

         "Pledged Trust Interests" means all interests in any Issuer that is a
Delaware business trust or other trust, including, without limitation, all trust
interests listed on Schedule B hereto (as such schedule may be amended or
supplemented from time to time), but not including any trust established
pursuant to the Plan, and the certificates representing such trust interests and
any interest of the Company in entries on the books and records of such trust in
respect of such interests and all dividends, distributions, cash, warrants,
rights, options, instruments, securities and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such trust interests, together with all voting rights
and powers and other incidents of ownership appertaining to such trust
interests.

         "Secured Obligations" means, collectively, (i) all present and future
obligations of the Company under the Indenture and the Notes, including in
respect of the principal of, and interest (including interest accruing after the
occurrence and continuance of any Default, whether or not a claim for
post-filing or post-petition interest is allowed or allowable under applicable
law following the institution of any Insolvency or Liquidation Proceeding) and
premium, if any, on, the Notes, purchase price of the Notes, fees, reimbursement
and indemnification obligations (including fees and expenses of the Trustee
payable under the Indenture and the Security Documents) and all other amounts
outstanding under the Indenture or the Notes (including all such amounts which
would become due but for the operation of the automatic stay under Section
362(a) of the United States Bankruptcy Code or the operation of Sections 502(b)
and 506(b) of the United States Bankruptcy Code), and (ii) all present and
future obligations of the Company under this Agreement or the other Security
Documents, in each case as the same may be amended, supplemented or otherwise
modified and in effect from time to time.

         "Trust Moneys" means all cash or cash equivalents received by the
Trustee hereunder in respect of the Collateral (i) in exchange for the release
of Collateral from the Lien of this Agreement, (ii) as proceeds of any sale or
other disposition of all or any part of the Collateral by or on behalf of the
Trustee or any collection, recovery, receipt, appropriation or other realization
of or from all or any part of the Collateral pursuant to this Agreement or the
other Security Documents or otherwise or (iii) otherwise as security for the
Secured Obligations.

         "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as
in effect from time to time in any jurisdiction whose law governs the document
in which such term is used and/or the rights thereunder.

         Section 2. Representations and Warranties. The Company represents and
warrants to the Trustee that:

                  (a) Organization, Etc. The Company is (i) a corporation duly
         organized and validly existing and in good standing under the laws of
         the State of Delaware and has full power and authority, and holds all
         requisite governmental licenses, permits and other approvals, necessary
         to enter into and perform its

                                       B-3


         obligations under this Agreement, (ii) duly qualified to do business
         and in good standing in each other jurisdiction where the character of
         its properties or the nature of its activities makes such qualification
         necessary and (iii) has the requisite power and authority to own the
         Pledged Equity Interests.

                  (b) Due Authorization, Non-Contravention, Etc. The execution,
         delivery and performance by the Company of this Agreement and the
         transactions contemplated thereby have been duly authorized by all
         necessary corporate action on the part of the Company and do not
         contravene any contractual restriction, court decree or order or law or
         governmental regulation, in each case binding on the Company.

                  (c) Governmental Approvals, Etc. No authorization or approval
         or other action by, and no notice to or filing with, any governmental
         authority is required for the grant by the Company of the security
         interest granted hereby or the due execution, delivery or performance
         by the Company of this Agreement other than (i) filings and recordings
         in respect of the Liens created hereunder, (ii) those that have been,
         or on the date of this Agreement will be, duly obtained or made and
         will be in full force and effect, (iii) those required under applicable
         securities laws in connection with a disposition of Collateral and (iv)
         those necessary in connection with any transaction contemplated by
         Section 4(k) hereof.

                  (d) Validity, Etc. This Agreement constitutes the legal, valid
         and binding obligation of the Company, enforceable against it in
         accordance with its terms, except as such enforceability may be limited
         by applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally or by general principles of
         equity.

                  (e) Ownership. The Company is the sole legal, record and
         beneficial owner of the Collateral existing on the date hereof in which
         it purports to grant a security interest pursuant to Section 3.01
         hereof, and no Lien exists or will exist upon such Collateral at any
         time (and no right or option to acquire the same exists or will exist
         in favor of any other Person), except for Permitted Liens. No effective
         financing statement or other instrument similar in effect covering all
         or any part of the Pledged Equity Interests and made or consented to by
         the Company, or of which the Company otherwise has knowledge, is on
         file in any recording office, except such as may have been filed in
         favor of the Trustee, the Tranche B Trustee, any lender or agent under
         a New Credit Facility or the Collateral Agent.

                  (f) Pledged Equity Interests. The Pledged Equity Interests
         identified on Schedule B hereto constitute, on the date hereof, all of
         the issued and outstanding shares of capital stock or other ownership
         interests of any class or character of the Issuers identified on
         Schedule A hereto, and Schedule B correctly sets forth, as at the date
         hereof, the information called for by such Schedule with respect to all
         such Pledged Equity Interests. There are no outstanding voting

                                       B-4


         agreements with respect to any Pledged Equity Interests. The Issuers do
         not have outstanding (i) any securities convertible into or
         exchangeable for their Equity Interests, or (ii) any rights to
         subscribe for or to purchase, or any options, warrants or other rights
         to acquire, Equity Interests or securities convertible into or
         exchangeable or exercisable for Equity Interests, and there are no
         agreements, arrangements or understandings to which the Company is a
         party providing for the issuance (contingent or otherwise) of, or any
         calls, commitments or claims of any character relating to, any Equity
         Interests.

                  (g) Perfection and Priority. The security interest granted
         pursuant to this Agreement will constitute a valid and continuing
         perfected security interest in favor of the Trustee, for the ratable
         benefit of the Holders, in the Collateral existing as of the date
         hereof for which perfection is governed by the Uniform Commercial Code
         upon (i) the completion of the filings and other actions specified on
         Schedule C hereto (which have been delivered to the Trustee in
         completed form) and (ii) proof of the delivery to the Trustee of each
         Security Certificate described in Section 2(i) below, in each case
         together with an executed irrevocable proxy (in the form of Exhibit B
         hereto) and an undated partnership/limited liability
         company/stock/trust power executed in blank (in the form of Exhibit C
         hereto). Such security interest will be prior to all other Liens on the
         Collateral except for Permitted Liens which have priority over the Lien
         of this Agreement by operation of law or otherwise as permitted under
         the Indenture or the Intercreditor Agreement.

                  (h) Chief Executive Office. On the date hereof, the location
         of the Company's chief executive office, where the Company maintains
         its records relating to the Pledged Equity Interests, is 7600 Wisconsin
         Avenue, Bethesda, Maryland 20814.

                  (i) Governed by Article 8. Each of the Pledged Equity
         Interests existing as of the date hereof is represented by a Security
         Certificate (as defined in Section 8-102(a)(16) of the UCC) in
         registered form (the transfer of which may be registered upon books
         maintained by the Issuer thereof) and by its terms (as evidenced by a
         legend attached to such Security Certificate and, in the case of an
         Issuer that is a partnership or a limited liability company, in the
         organizational documents pursuant to which such Equity Interest is
         issued) provides that it is a security governed by Article 8 of the
         UCC.

                  (j) No Defense; Total Pledged Equity Interests The Pledged
         Equity Interests are not subject to any defense, offset or
         counterclaim, nor, to the knowledge of the Company, has any of the
         foregoing been asserted or alleged against it by any Person. There are
         no certificates, instruments, documents or other writings (other than
         the organizational documents of the Issuers) of any Issuer which
         evidence any Pledged Equity Interests of such Issuer other than the
         Security Certificates evidencing the Pledged Equity Interests, the
         originals of which are being delivered to the Trustee on the date
         hereof.

                                       B-5


         Section 3. Security Interest.

         3.01 Grant of Security Interest. As collateral security for the payment
in full and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, the Company hereby assigns, conveys,
mortgages, pledges, hypothecates, transfers and grants to the Trustee, for the
ratable benefit of the Holders, as hereinafter provided, a continuing lien on
and continuing security interest in all of the Company's right, title and
interest in, to and under to the following property, whether now owned by the
Company or hereafter acquired and whether now existing or hereafter coming into
existence (collectively the "Collateral"):

         (a) all Pledged Equity Interests;

         (b) all shares, securities, moneys or property representing a dividend
     on any of the Pledged Equity Interests, or representing a distribution or
     return of capital upon or in respect of the Pledged Equity Interests, or
     resulting from a split-up, combination, reclassification or other like
     change of the Pledged Equity Interests or otherwise received in exchange
     therefor;

         (c) without limiting the general applicability of subsections (a) and
     (b) above, in the event of any consolidation or merger in which any Issuer
     is not the surviving entity, all ownership interests held by the Company of
     any class or character in the successor entity formed by or resulting from
     such consolidation or merger;

         (d) all payments due or to become due to the Company in respect of such
     Pledged Equity Interests, whether under the constitutive documents of any
     Issuer or otherwise;

         (e) all of the Company's claims, rights, powers, privileges, authority,
     options, security interests, liens and remedies, if any, under the
     constitutive documents of any Issuer or at law or otherwise, in each case
     in respect of such Pledged Equity Interests;

         (f) all of the Company's rights under the constitutive documents of any
     Issuer or at law to exercise and enforce every right, power, remedy,
     authority, option and privilege of the Company relating to the Pledged
     Equity Interests, including any power to terminate, cancel or modify the
     constitutive documents of any Issuer, to execute any instruments and to
     take any and all other action on behalf of and in the name of any Issuer in
     respect of the Pledged Equity Interests and to make determinations, to
     exercise any election (including, but not limited to, election of remedies)
     or option or to give or receive any notice, consent, amendment, waiver or
     approval in respect thereof, together with full power and authority to
     demand, receive, enforce, collect or receipt for any of the foregoing or
     for any Pledged Equity Interests, to enforce or execute any checks, or
     other instruments or orders, to file any claims and to take any action in
     connection with any of the foregoing;

         (g) all interests in substitution for or in addition to any of the
     foregoing, any certificates representing or evidencing such interests and
     all cash, securities, distributions

                                       B-6


     and other property at any time and from time to time received, receivable
     or otherwise distributed in respect of or in exchange for any or all of the
     foregoing; and

         (h) all proceeds of and to any of the property described in any of
     subsections (a) through (g) above (including all Trust Moneys) and, to the
     extent related to any property described in any such subsection or such
     proceeds, all books and other papers in the possession or under the control
     of the Company, including, without limitation, proceeds as defined in
     Section 9-102(a)(64) of the Uniform Commercial Code, including whatever is
     received upon any sale, exchange, collection or other disposition of any of
     the Collateral, and any property into which any of the Collateral is
     converted, whether cash or noncash proceeds, and any and all other amounts
     paid or payable under or in connection with any of the Collateral.

         3.02 Company Remains Liable. Anything contained herein to the contrary
notwithstanding:

                  (a) The Company shall remain liable under any partnership
         agreement or limited liability company agreement relating to any
         Pledged Partnership Interest or Pledged LLC Interest or any other
         agreement of the Company relating to the Collateral, to the extent set
         forth herein or therein, to perform all of its duties and obligations
         thereunder to the same extent as if this Agreement had not been
         executed;

                  (b) the exercise by the Trustee of any of its rights hereunder
         shall not release the Company from any of its duties or obligations
         under any such agreement; and

                  (c) neither the Trustee nor any Holder, nor any purchaser at a
         foreclosure sale under this Agreement, shall have any obligation or
         liability under any partnership agreement or limited liability company
         agreement relating to any Pledged Partnership Interest or Pledged LLC
         Interest or any other agreement of the Company relating to the
         Collateral by reason of this Agreement, nor shall the Trustee or any
         Holder or any such purchaser be obligated to perform any of the
         obligations or duties of the Company thereunder or to take any action
         to collect or enforce any claim for payment thereunder.

         Section 4. Certain Covenants and Agreements. The Company hereby
covenants and agrees that:

         (a) without the prior written consent of the Trustee, it shall not vote
     or consent or take any other action to: (i) amend or terminate any
     partnership agreement, limited liability company agreement, certificate of
     incorporation, by-laws or other constitutive documents of any Issuer in any
     way that changes the rights of the Company with respect to any Pledged
     Equity Interests or adversely affects the validity, perfection or priority
     of the Trustee's security interest therein and, without limiting the
     foregoing, no such amendment or termination shall be made unless the
     Company provides at least 30 days' prior written notice of such proposed
     amendment or termination to the Trustee, (ii) permit

                                       B-7


     any issuer of any Pledged Equity Interest to issue to any Person other than
     the Company any additional stock, partnership interests, limited liability
     company interests or other equity interests of any nature or to issue
     securities convertible into or granting the right of purchase or exchange
     for any stock or other equity interest of any nature of such Issuer, (iii)
     other than as permitted under the Indenture or this Agreement, permit any
     Issuer to dispose of all or a material portion of its assets or (iv) waive
     any default under or breach of any terms, in each case which would
     adversely affect the validity, perfection or priority of the Trustee's
     security interest hereunder, of any constitutive document relating to the
     issuer of any Pledged Equity Interest;

         (b) without the prior written consent of the Trustee, it shall not
     permit any Issuer to merge or consolidate unless (i) at least 10 days'
     prior written notice thereof is provided to the Trustee and (ii) all the
     outstanding capital stock or other equity interests of the surviving or
     resulting corporation, limited liability company, partnership or other
     entity is, upon such merger or consolidation, pledged hereunder and no
     cash, securities or other property is distributed in respect of the
     outstanding equity interests of any other constituent Person;

         (c) in the event that it acquires rights in any Pledged Equity
     Interests after the date hereof, it shall (A) cause each such Pledged
     Equity Interest to be represented by a Security Certificate (as defined in
     Section 8-102(a)(16) of the UCC) in registered form (the transfer of which
     may be registered upon books maintained by the Issuer thereof), and such
     Security Certificate shall by its terms (as evidenced by a legend attached
     to such Security Certificate and, in the case of an Issuer that is a
     partnership or a limited liability company, in the organizational documents
     pursuant to which such Equity Interest is issued) expressly provide that it
     is a security governed by Article 8 of the UCC, (B) deliver to the Trustee
     such Security Certificates and file appropriate financing statements that
     are necessary to perfect the security interest granted in such Pledged
     Equity Interests and (C) deliver to the Trustee a completed Pledge
     Supplement with respect to such Pledged Equity Interests; notwithstanding
     the foregoing, except in the case of a transaction contemplated by Section
     4(k) hereof, the security interest of the Trustee shall attach to all
     Pledged Equity Interest immediately upon the Company's acquisition of
     rights therein and shall not be affected by the failure of the Company to
     deliver any such supplement;

         (d) in the event that the Company receives any dividends, interest or
     distributions on any Pledged Equity Interests, or any securities or other
     property upon the merger, consolidation, liquidation or dissolution of any
     Issuer, then (a) such dividends, interest or distributions and securities
     or other property shall be included in the definition of Collateral
     without, except in the case of a transaction contemplated by Section 4(k)
     hereof, further action and (b) the Company shall immediately take all
     steps, if any, necessary or advisable to ensure the validity, perfection,
     priority and, if applicable, control of the Trustee over the same, and
     pending any such action the Company shall be deemed to hold such dividends,
     interest, distributions, securities or other property in trust for the
     benefit of the Trustee and shall segregate the same from all other property
     of the Company; notwithstanding the foregoing, (1) so long as no Event of
     Default shall have occurred and be continuing, the Company shall have the
     right to retain and utilize in its

                                       B-8


     business all ordinary cash dividends and distributions paid in the normal
     course of the business of the applicable Issuer; and (2) the Company shall
     have the right to apply, or make available for application, all dividends
     or distributions received by the Company which constitute Net Proceeds of a
     Principal Asset Sale to the payments required by Section 3.09 of the
     Indenture in the priority set forth therein.

         (e) it shall comply with all of its obligations under any partnership
     agreement or limited liability company agreement relating to Pledged
     Partnership Interests or Pledged LLC Interests and shall enforce all of its
     material rights with respect to any such Interests;

         (f) it will defend the Pledged Equity Interests against the claims and
     demands of all Persons (other than holders of Permitted Liens) claiming an
     interest in any of the Pledged Equity Interests; except for Permitted
     Liens, it shall discharge or cause to be discharged all Liens on any or all
     of the Pledged Equity Interests and shall not permit additional Liens to be
     incurred on the Pledged Equity Interests;

         (g) without the prior written consent of the Trustee, it shall not
     withdraw as a partner or member of any Issuer if such withdrawal would
     materially and adversely affect the value of the Collateral;

         (h) it shall cause each Issuer to consent to the grant by the Company
     to the Trustee of a security interest in the Pledged Equity Interests
     issued by such Issuer and, without limiting the foregoing, to consent to
     the transfer of any such Pledged Partnership Interest or Pledged LLC
     Interest to the Trustee or its nominee following the occurrence and
     continuance of an Event of Default and to the substitution of the Trustee
     or its nominee as a partner in any partnership or as a member in any
     limited liability company with all the rights and powers related thereto;

         (i) so long as no Event of Default shall have occurred and be
     continuing:

                  (i) except as otherwise provided in subsection (a) or (b) of
         this Section 4 or Section 8.01(a) hereof, the Company shall be entitled
         to exercise or refrain from exercising any and all voting and other
         consensual rights pertaining to the Pledged Equity Interests or any
         part thereof for any purpose not violating the terms of this Agreement
         or the Indenture; provided that the Company shall exercise or refrain
         from exercising any such right if the Trustee (which may act in its
         reasonable judgment or at the direction of the Holders of not less than
         a majority in aggregate principal amount of the then outstanding Notes)
         shall have notified the Company that such action would have a material
         adverse effect on the value of the Pledged Equity Interests or any part
         thereof; and provided further that the Company shall give the Trustee
         at least five (5) Business Days' prior written notice of the manner in
         which it intends to exercise, or the reasons for refraining from
         exercising, any such right; it being understood, however, that neither
         the voting by the Company of any Pledged Stock for, or the Company's
         consent to, the election of directors (or similar governing body) at a
         regularly scheduled annual or other meeting of stockholders or with
         respect to incidental matters at

                                       B-9


         any such meeting, nor the Company's consent to or approval of any
         action otherwise permitted under this Agreement or the Indenture, shall
         be deemed to violate the terms of this Agreement within the meaning of
         this Section 4(i), and no notice of any such voting or consent need be
         given to the Trustee; and

                  (ii) the Trustee shall promptly execute and deliver (or cause
         to be executed and delivered) to the Company all proxies, and other
         instruments as the Company may from time to time reasonably request for
         the purpose of enabling the Company to exercise voting and other
         consensual rights when and to the extent to which it is entitled to
         exercise such rights pursuant to clause (i) above;

         (j) upon the occurrence and during the continuance of an Event of
     Default:

                  (i) all rights of the Company to exercise or refrain from
         exercising the voting and other consensual rights which it would
         otherwise be entitled to exercise pursuant hereto shall cease, and all
         such rights shall thereupon become vested in the Trustee, which shall
         thereupon during any such period have the sole right to exercise such
         voting and other consensual rights; and

                  (ii) in order to permit the Trustee to exercise the voting and
         other consensual rights which it may be entitled to exercise pursuant
         hereto, the Company shall promptly execute and deliver (or cause to be
         executed and delivered) to the Trustee all proxies, orders and other
         instruments as the Trustee may from time to time reasonably request for
         any such purpose;

         (k) if the Company shall acquire Pledged Equity Interests referred to
     in clause (ii) of the definition of the term "Issuers" contained in Section
     1 hereof, it shall, if it does not own directly all of the issued and
     outstanding Voting Stock of the Issuer of such Pledged Equity Interests,
     cause the Subsidiaries of the Company that own, directly or indirectly,
     such Voting Stock to become parties to this Agreement or a supplement
     hereto and to execute such other documents and instruments, and take such
     action, as shall be necessary to effect the pledge of and security interest
     in such Pledged Equity Interests provided for in this Agreement, and this
     Agreement, as so supplemented, may provide for changes hereto necessary if
     any such Pledged Equity Interests represent less than all of the
     outstanding Voting Stock of the Issuer;

         (l) it shall not, without the prior written consent of the Trustee,
     execute or file in any public office or consent to the execution of or
     filing of any enforceable financing statement or statements covering any or
     all of the Pledged Equity Interests, except financing statements filed or
     to be filed in favor of the Trustee, the Tranche B Trustee as secured party
     or any agent or holder of obligations under any New Credit Facility;

         (m) it shall give the Trustee prompt notice of any written claim
     relating to title to the Pledged Equity Interests of which it has actual
     knowledge; it shall deliver to Trustee a copy of each other written demand,
     notice or document received by it which could reasonably be expected to
     adversely affect the Trustee's interest in the Pledged

                                      B-10


     Equity Interests promptly upon, but in any event within 5 Business Days
     after, its receipt thereof;

         (n) it shall, promptly upon obtaining actual knowledge of any action,
     suit or proceeding at law or in equity by or before any governmental
     authority pending or threatened against it with respect to the Pledged
     Equity Interests, which could reasonably be expected to result in a
     material adverse effect on such Pledged Equity Interests, the Issuer
     thereof or the Company, the value of such Pledged Equity Interests or the
     rights and remedies of the Trustee hereunder, or upon becoming aware of any
     failure to comply with the terms and conditions of any governmental
     approval applicable to the Company or any Issuer which could reasonably be
     expected to result in a material adverse effect on the Pledged Equity
     Interests, the Issuer thereof or the Company, the value of such Pledged
     Equity Interests or the rights and remedies of the Trustee hereunder,
     furnish to the Trustee a notice of such event describing the same in
     reasonable detail and, together with such notice or as soon thereafter as
     possible, a description of the action that the Company has taken and
     proposes to take with respect thereto;

         (o) it shall not (A) sell, assign, convey, transfer (by operation of
     law or otherwise) or otherwise dispose of, or consent to the sale,
     assignment, conveyance, transfer or other disposition of any Pledged Equity
     Interest, except as permitted by the Indenture or the Security Documents,
     or (B) create or suffer to exist any Lien upon or with respect to any
     Pledged Equity Interest or consent to the creation or existence of any Lien
     on the Pledged Equity Interest, except for the pledge, hypothecation and
     security interest created by this Agreement, the Tranche B Pledge Agreement
     and the other Security Documents or by any New Credit Facility; and

         (p) it shall cause the Pledged Equity Interests to constitute at all
     times not less than the entire partnership, membership or other ownership
     interests of each Issuer, as applicable, and it shall not permit (i) any
     partnership, membership or other ownership interest of any Issuer to be
     deemed an investment company security (as defined in Section 8-103(b) of
     the UCC) or (ii) any Issuer to issue additional partnership, membership or
     other ownership interests at any time (whether or not certificated), except
     in any such case as contemplated by Section 4(k) of this Agreement.

         Section 5. Declaration of Trust; Other Provisions Concerning the
Collateral.

         5.01 Declaration and Acceptance of Trust. The Trustee hereby declares,
and the Company agrees, that the Trustee holds Liens on the Collateral as
secured party in trust under this Agreement for the ratable benefit of the
Holders, with no preference, priority or distinction of any Holder over any
other Holder by reason of difference in time of issuance of the Notes or
otherwise. The Company, by executing and delivering this Agreement, and each
Holder, by acceptance of its Notes and the benefits of this Agreement, (i)
grants to the Trustee all rights and powers necessary for the Trustee to perform
its obligations hereunder and under applicable law, (ii) confirms that the
Trustee shall have the authority, subject to the terms of the Indenture and the
Security Documents and applicable law, to enforce any remedies under or with
respect to this Agreement, to give or withhold any consent or approval relating
to any Collateral, the Liens thereon or this Agreement or any obligations with
respect thereto and otherwise to take any

                                      B-11


action on behalf of the Holders contemplated in this Agreement or under
applicable law and (iii) agrees that, except as provided in the Indenture, such
Holder shall not take any action to enforce any of such remedies or give any
such consents or approvals relating to any Collateral or the Liens thereon.

         5.02 Right to Make Advances. If an advance of funds shall at any time
be required for the preservation or maintenance of any Collateral, then, upon
three Business Days' notice to the Company, the Trustee shall be entitled (but
shall not be obligated) to make such advance. Each such advance shall be
reimbursed, with interest from the date such advance was made at the rate per
annum then borne by the Notes, by the Company, upon demand by the Trustee, and
if the Company fails to comply with any such demand, out of Trust Moneys. Any
funds advanced by the Trustee pursuant to this Section 5.02 for the preservation
or maintenance of Collateral shall be Secured Obligations hereunder.

         5.03 Release of Collateral.

                  (a) Limitations upon Releases by Trustee. The Trustee shall
         not release Collateral from the Lien of this Agreement unless such
         release is in accordance with the provisions of this Section 5.03 and,
         to the extent applicable, Section 314(d) of the TIA.

                  (b) Full Release of Collateral. The Company shall be entitled
         to obtain a full release of all of the Collateral (except for
         Collateral consisting of funds deposited or segregated in satisfaction
         of the requirements of Section 2.04 and Article 8 of the Indenture
         ("Deposited Funds"), as to which Collateral the Trustee may continue to
         possess and shall retain its Lien for such duration and as required by
         the Indenture) from the Lien of this Agreement upon compliance with all
         of the conditions precedent set forth in such Article 8 for
         satisfaction and discharge of all of the Company's obligations under
         the Indenture or for the creation of a defeasance trust with respect to
         the Company's obligations under the Indenture. Upon delivery by the
         Company to the Trustee of an Officers' Certificate and an Opinion of
         Counsel, each to the effect that all of the applicable conditions
         precedent and other requirements described above have been complied
         with, the Trustee shall take all necessary action, at the request and
         expense of the Company, to release and reconvey to the Company all of
         the Collateral (except for Collateral consisting of Deposited Funds, as
         to which Collateral the Trustee may continue to possess and shall
         retain its Lien for such duration and as required by the Indenture),
         and the Trustee shall deliver to the Company any such Collateral in its
         possession so to be released and reconveyed.

                  (c) Release upon Asset Sale. So long as no Event of Default
         has occurred and is continuing at the time of any Asset Sale, upon any
         Asset Sale effected in compliance with the provisions of the Indenture,
         Collateral which is the subject of such sale shall be released from the
         Lien of this Agreement in accordance with the provisions of the
         Indenture, this Agreement and the TIA. In such event, the Trustee shall
         execute, deliver or acknowledge any necessary or proper instruments of
         termination, satisfaction or release required to effect the

                                      B-12


         release of such Collateral upon (i) delivery by the Company to the
         Trustee of an Officers' Certificate setting forth the aggregate amount
         of the Net Proceeds to be received upon such Asset Sale, (ii) in the
         case of a Principal Asset Sale, receipt by the Trustee of such Net
         Proceeds to be held as Trust Moneys hereunder and (iii) the delivery by
         the Company to the Trustee of an Officers' Certificate and an Opinion
         of Counsel, each to the effect that all of the applicable conditions
         precedent and other requirements of the Indenture and this Agreement in
         connection with such Asset Sale have been complied with and, in the
         case of such Opinion of Counsel with respect to a Principal Asset Sale,
         that all action has been effected as shall be necessary to create,
         perfect and make enforceable a Lien under this Agreement on any other
         consideration constituting Collateral and required hereby to be
         delivered to the Trustee in connection with such Asset Sale.
         Notwithstanding any provision of this Agreement to the contrary, the
         Company shall not be required to deliver to the Trustee as Collateral
         any proceeds of any Asset Sale that do not constitute Net Proceeds, and
         any such other proceeds may be retained by or delivered to or upon the
         order of the Company, unless such other proceeds shall thereafter
         become Net Proceeds, in which event they shall be delivered to the
         Trustee as Collateral.

         5.04 Purchaser Protected. In no event shall any purchaser in good faith
of any Collateral purported to be released from the Lien created hereby be bound
to ascertain the authority of the Trustee to execute any such release or to
inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any
purchaser or other transferee of any Collateral permitted by Section 5.03 hereof
to be sold be under any obligation to ascertain or inquire into the authority of
the Company to make any such sale or other transfer.

         5.05 Powers Exercisable by Receiver or Trustee. If the Collateral shall
be in the possession of a receiver or trustee, lawfully appointed, the powers
conferred in Section 5.03 hereof upon the Company with respect to the release,
sale or other disposition of Collateral may be exercised by such receiver or
trustee, and an instrument signed by such receiver or trustee shall be deemed
the equivalent of any similar instrument of the Company or of any officer or
officers thereof required by the provisions of such Section 5.03.

         Section 6. Filings, Perfection, Etc. In furtherance of the grant of the
pledge and security interest made pursuant to Section 3 hereof, the Company
hereby agrees with the Trustee that the Company will at its expense:

         (a) prior to or concurrently with the execution and delivery of this
     Agreement, (i) file such financing statements and other documents in such
     offices as shall be necessary or desirable (or as the Trustee may
     reasonably request) to perfect the security interests granted or purported
     to be granted by this Agreement, (ii) deliver to the Trustee all
     certificates identified on Schedule B hereto evidencing Pledged Equity
     Interests, accompanied by an executed irrevocable proxy and an undated
     stock or other powers duly executed in blank (in the forms of Exhibits B
     and C attached hereto), and (iii) deliver to the Trustee an Officers'
     Certificate and an Opinion of Counsel to the effect that

                                      B-13


     all actions necessary to perfect the Lien of the Trustee in the Collateral
     in existence on the date hereof have been duly effected in accordance with
     the provisions of Articles 8 and 9 of the Uniform Commercial Code and other
     applicable law;

         (b) if any other shares, securities, moneys or property pledged by the
     Company under Section 3 hereof are received by the Company, forthwith
     either (x) transfer and deliver to the Trustee such shares or securities so
     received by the Company (together with the certificates for any such shares
     and securities duly endorsed in blank or accompanied by undated stock or
     other powers duly executed in blank), all of which thereafter shall be held
     by or for the benefit of the Trustee pursuant to the terms of this
     Agreement as part of the Collateral or (y) take such other action as shall
     be necessary or appropriate to duly perfect the security interests created
     hereunder in such shares, securities, moneys or property;

         (c) promptly give, execute, deliver, file and/or record any financing
     statement, notice, instrument, document, agreement or other paper that
     shall be necessary or desirable to create, preserve, perfect and validate
     the pledge and security interest granted pursuant hereto and to enable the
     Trustee to exercise and enforce its rights hereunder with respect to such
     pledge and security interest;

         (d) keep full and accurate books and records relating to the
     Collateral, and stamp or otherwise mark such books and records in such
     manner as shall be necessary or appropriate in order to reflect the
     security interest granted by this Agreement and furnish to the Trustee,
     from time to time at the Trustee's request, copies of such books and
     records; and

         (e) (i) cause each Pledged Equity Interest to be represented by a
     Security Certificate (as defined in Section 8-102(a)(16) of the UCC) in
     registered form (the transfer of which may be registered upon books
     maintained by the Issuer thereof) and cause such Security Certificate to,
     by its terms (as evidenced by a legend attached to such Security
     Certificate and, in the case of an Issuer that is a partnership or a
     limited liability company, in the organizational documents pursuant to
     which such Equity Interest is issued) expressly provide that it is a
     security governed by Article 8 of the UCC and (ii) deliver to the Trustee
     each such Security Certificate.

         Section 7. Trust Moneys.

         7.01 Trust Moneys. Trust Moneys shall be subject to a Lien in favor of
the Trustee and shall be held by the Trustee for the benefit of the Holders as a
part of the Collateral. The Trustee shall apply Trust Moneys as follows:

         FIRST: to the payment of any amounts owing to the Trustee hereunder or
     under the Indenture and to reimburse the Trustee the amount of any advance
     made pursuant to Section 5.02 hereof (with interest thereon at the rate
     then borne by the Notes); and

         SECOND: so long as no Event of Default shall have occurred and be
     continuing, any remaining Trust Moneys (except for Trust Moneys consisting
     of Deposited Funds, as to which the Trustee may continue to possess and
     shall retain its Lien for such duration

                                      B-14


     and as required by the Indenture) may be withdrawn by the Company and
     released from the Lien of this Agreement and shall be paid by the Trustee
     to the Company, provided that, to the extent that such Trust Moneys
     constitute Net Proceeds of a Principal Asset Sale, such Trust Moneys may be
     withdrawn by the Company only against delivery of an Officers' Certificate
     to the Trustee to the effect that such Trust Moneys, upon withdrawal, are
     to be applied in accordance with the requirements, if applicable, of
     Section 3.09 or the last paragraph of Section 4.10, as the case may be, of
     the Indenture.

         The provisions of Section 7.03 shall govern the application of any
Trust Moneys upon the occurrence and continuance of an Event of Default.

         7.02 Withdrawal of Certain Trust Moneys. To the extent that any Trust
Moneys consist of moneys received by the Trustee that result in the requirement
pursuant to Section 3.09 of the Indenture that the Company redeem Notes and the
Company has effected such redemption in accordance with the Indenture, the Trust
Moneys remaining after such redemption has been effected may be withdrawn by the
Company and released from the Lien of this Agreement and shall be paid by the
Trustee to the Company upon receipt by the Trustee of (i) an Officers'
Certificate certifying that all conditions precedent and covenants provided for
herein and in the Indenture relating to such release have been complied with and
(ii) such other documentation, if any, as shall be required under Section 314(d)
of the TIA.

         7.03 Application of Trust Moneys upon Event of Default. If an Event of
Default has occurred and is continuing, and any of the Secured Obligations has
been accelerated, then the Trustee shall, as soon as practicable, apply the
Trust Moneys and other amounts or proceeds from the sale or other disposition of
or realization upon any Lien on the Collateral as follows:

         FIRST: to the payment of the costs and expenses of such sale,
     disposition or other realization, including reasonable out-of-pocket costs
     and expenses of the Trustee and the reasonable fees and expenses of its
     agents and counsel, and all expenses incurred and advances made by the
     Trustee or any Holder to the extent that such Holder may act pursuant to
     the Indenture in connection therewith, together with any amounts owing to
     the Trustee under this Agreement (including Section 5.02 hereof) or the
     Indenture; and

         SECOND: to the payment in full of the accelerated Secured Obligations,
     in each case equally and ratably in accordance with the respective amounts
     thereof then due and owing; and

         THIRD: after payment in full of the accelerated Secured Obligations, to
     the payment to the Company, or its successors or assigns, or as a court of
     competent jurisdiction may direct, of any surplus then remaining.

         As used in this Section 7.03, "proceeds" of the Collateral means cash,
securities and other property realized in respect of, and distributions in kind
of, the Collateral, including any thereof received under any Insolvency or
Liquidation Proceeding of the Company or any Issuer.

                                      B-15


         Section 8. Remedies, Etc.

         8.01 Event of Default. During the period during which an Event of
Default shall have occurred and be continuing:

         (a) the Trustee shall have, and shall be entitled to exercise, all of
     the rights and remedies with respect to the Collateral of a secured party
     under the Uniform Commercial Code and such additional rights and remedies
     to which a secured party is entitled under the laws in effect in any
     jurisdiction where any rights and remedies hereunder may be asserted,
     including the right, to the maximum extent permitted by law, to exercise
     all voting, consensual and other incidental powers of ownership pertaining
     to any Pledged Equity Interests or other capital stock, ownership
     interests, securities, notes or other obligations constituting Collateral
     as if the Trustee were the sole and absolute owner thereof, including,
     pursuant to an executed irrevocable proxy in the form attached hereto as
     Exhibit B, to vote the Pledged Equity Interests and such other Collateral
     (and the Company agrees to take all such action as may be appropriate to
     give effect to such right);

         (b) the Trustee in its discretion may, in its name or in the name of
     the Company or otherwise, demand, sue for, collect or receive any money or
     property at any time payable or receivable on account of or in exchange for
     any of the Collateral, but shall be under no obligation to do so;

         (c) the Trustee may, upon ten Business Days' (or such longer period as
     may be required under applicable law) prior written notice to the Company
     of the time and place thereof, with respect to the Collateral or any part
     thereof that shall then be or shall thereafter come into the possession,
     custody or control of the Trustee or any of its agents, sell, lease, assign
     or otherwise dispose of all or any part of such Collateral, at such place
     or places as the Trustee deems best, and for cash or for credit or for
     future delivery (without thereby assuming any credit risk), at public or
     private sale, without demand of performance or notice of intention to
     effect any such disposition or of the time or place thereof (except such
     notice as is required above or by applicable statute, including the Uniform
     Commercial Code, and cannot be waived), and the Trustee or any Holder or
     anyone else may be the purchaser, lessee, assignee or recipient of any or
     all of the Collateral so disposed of at any public sale (or, to the extent
     permitted by law, at any private sale) and thereafter hold the same
     absolutely, free from any claim or right of whatsoever kind, including any
     right or equity of redemption (statutory or otherwise), of the Company, any
     such demand, notice and right or equity being hereby expressly waived and
     released to the maximum extent permitted by applicable law. The Trustee may
     consult with counsel, accountants and other experts in connection with the
     sale, lease or assignment of the Collateral and the advice of such counsel
     shall be full and complete authorization and protection from liability in
     respect of any action taken, suffered or omitted by it in good faith and in
     reliance thereon. The Trustee may, without notice or publication, adjourn
     any public or private sale or cause the same to be adjourned from time to
     time by announcement at the time and place fixed for the sale, and such
     sale may be made at any time or place to which the sale may be so
     adjourned; to the fullest extent permitted by Applicable Law, the Company
     shall have the burden of proving that

                                      B-16


     any such disposition of the Pledged Equity Interest was conducted in a
     commercially unreasonable manner;

         (d) the Trustee may transfer or register in its name or the name of its
     nominee the Pledged Equity Interests;

         (e) to the extent permitted by law, the Trustee may accept the Pledged
     Equity Interests in full or partial satisfaction of the Secured
     Obligations;

         (f) the Trustee may make such payments and take such actions as the
     Trustee deems necessary to protect, perfect or continue the perfection of
     its Lien on the Pledged Equity Interests; and

         (g) the Trustee may, without being required to give prior notice,
     withdraw or cause the withdrawal of any and all cash constituting Trust
     Moneys.

         The Trustee shall have no obligation to exercise any right or power
granted hereunder or to marshal any of the Collateral or the assets of the
Company.

         The proceeds of each collection, sale or other disposition and any cash
constituting Trust Moneys withdrawn under this Section 8.01 shall be applied in
accordance with Section 7.03 hereof.

         8.02 Deficiency. If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Section 8.01 hereof are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Secured Obligations, the Company shall remain liable for any
deficiency.

         8.03 Removals, Etc. Without at least 10 days' prior written notice to
the Trustee, the Company shall not (i) maintain any of its books and records
with respect to the Collateral at any office, or maintain its principal place of
business at any place, other than at the address of the Company for notices
specified or provided for in Section 11.02 of the Indenture, (ii) change its
name, or the name under which it does business, from the name shown on the
signature pages hereto or (iii) change its jurisdiction of organization.

         8.04 Private Sale. Neither the Trustee nor any Holder shall incur any
liability as a result of the sale of the Collateral, or any part thereof, at any
private sale pursuant to Section 8.01 hereof conducted in a commercially
reasonable manner under the Uniform Commercial Code. The Company hereby waives,
to the extent permitted by law, any claims against the Trustee or any Holder
arising by reason of the fact that the price at which any Collateral may have
been sold at such a private sale was less than (a) the price which might have
been obtained at a public sale or (b) the aggregate amount of the Secured
Obligations.

         8.05 Termination. Upon the final and indefeasible payment in full of
the Secured Obligations (other than those consisting only of indemnification
obligations), this Agreement shall terminate, and the Trustee shall forthwith
cause to be assigned, transferred and delivered, against written receipt but
without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order

                                      B-17


of the Company. The Trustee shall also execute and deliver to the Company upon
such termination or release of Collateral such Uniform Commercial Code
termination statements and such other documentation and take such other actions
as shall be reasonably requested by, and at the expense of, the Company to
effect the termination and release of the Liens on the Collateral.

         Section 9. The Trustee's Appointment as Attorney-in-Fact.

         9.01 Appointment as Attorney-in-Fact.

         (a) The Company hereby irrevocably constitutes and appoints (which
appointment shall be coupled with an interest) the Trustee and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Company and in the name of the Company or in its own name, for the
purpose of carrying out the terms of this Agreement, to take any and all
appropriate and lawful action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, the
Company hereby gives the Trustee the power and right, on behalf of the Company,
without notice to or assent by the Company, to do any or all of the following:

                  (i) pay or discharge taxes and Liens levied or placed on or
         threatened against the Collateral;

                  (ii) execute, in connection with any Asset Sale, any
         endorsements, assignments or other instruments of conveyance or
         transfer with respect to the Collateral; and

                  (iii) (A) direct any party liable for any payment under any of
         the Collateral to make payment of any and all moneys due or to become
         due thereunder directly to the Trustee or as the Trustee shall direct;
         (B) ask or demand for, collect, and receive payment of and receipt for,
         any and all moneys, claims and other amounts due or to become due at
         any time in respect of or arising out of any Collateral; (C) commence
         and prosecute any suits, actions or proceedings at law or in equity in
         any court of competent jurisdiction to collect the Collateral or any
         portion thereof and to enforce any other right in respect of any
         Collateral; (D) defend any suit, action or proceeding brought against
         the Company with respect to any Collateral; (E) settle, compromise or
         adjust any such suit, action or proceeding and, in connection
         therewith, give such discharges or releases as the Trustee may deem
         appropriate; and (F) generally, sell, transfer, pledge and make any
         agreement with respect to or otherwise deal with any of the Collateral
         as fully and completely as though the Trustee were the absolute owner
         thereof for all purposes, and do, at the Trustee's option and the
         Company's expense, at any time, or from time to time, all acts and
         things which the Trustee deems necessary to protect, preserve or
         realize upon the Collateral and the Trustee's security interest therein
         and to effect the intent of this Agreement, all as fully and
         effectively as the Company might do.

                                      B-18


Anything in this Section 9.01(a) to the contrary notwithstanding, but subject to
other provisions of this Agreement, the Trustee agrees that it will not exercise
any rights under the power of attorney provided for in this Section 9.01(a)
unless an Event of Default has occurred and is continuing.

         (b) If the Company fails to perform or comply with any of its
agreements contained herein, the Trustee, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.

         (c) The expenses of the Trustee incurred in connection with actions
undertaken as provided in this Section 9.01, together with interest thereon at a
rate per annum equal to the rate per annum then borne by the Notes, from the
date of payment by the Trustee to the date reimbursed by the Company, shall be
payable by the Company to the Trustee on demand.

         (d) The Company hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interest created hereby are
released.

         Section 10. Intercreditor Agreement.

         10.01 Intercreditor Agreement Controls. The rights and obligations of
the parties hereto and the rights of the Holders hereunder are subject to the
provisions of the Intercreditor Agreement, and in the event of any conflict or
inconsistency between the provisions of the Intercreditor Agreement and the
provisions of this Agreement or any of the other Security Documents, the
provisions of the Intercreditor Agreement shall control. Without limiting the
generality of the foregoing, references herein to delivery of Collateral or
documents to the Trustee, or to the Trustee's possession thereof, shall be
deemed to be references to delivery of Collateral or documents to, or possession
by, the Collateral Agent, as provided in the Intercreditor Agreement.

         Section 11. Certain Provisions with respect to Remedies; Marshaling
Pledged Equity Interest.

         (a) To the extent applicable laws impose on the Trustee an obligation
     to exercise remedies in a commercially reasonable manner, the Company
     acknowledges and agrees that, to the extent consistent with applicable law,
     it is not commercially unreasonable for the Trustee (i) to incur expenses
     reasonably deemed significant by the Trustee to prepare the Pledged Equity
     Interests for disposition, (ii) to fail to remove Liens or encumbrances on
     or any adverse claims against the Pledged Equity Interests, (iii) to
     advertise or fail to advertise dispositions of the Pledged Equity Interests
     through publications or media of general circulation, (iv) to contact or
     fail to contact other Persons, whether or not in the same business as the
     Company, in connection with expressions of interest in acquiring all or any
     portion of the Pledged Equity Interests, (v) to hire or fail to hire one or
     more professional auctioneers to assist in the disposition of the Pledged
     Equity Interests, (vi) to dispose of the Pledged Equity Interests by
     utilizing

                                      B-19


     internet sites that provide for the auction of assets of the types included
     in the Pledged Equity Interests or that have reasonable capability of doing
     so, or that match buyers and sellers of assets (or to fail to do so), (vii)
     to disclaim disposition warranties, (viii) to purchase insurance or credit
     enhancements to insure the Trustee against the risk of loss, collection or
     disposition of the Pledged Equity Interests, or (ix) to the extent deemed
     appropriate by the Trustee, to obtain the services of other brokers,
     investment bankers, consultants and other professionals to assist the
     Trustee in the collection or disposition of any of the Pledged Equity
     Interests.

         (b) Without limiting the generality of the foregoing and except as
     otherwise provided by applicable laws, the Trustee shall not be required to
     marshal any collateral, including the Pledged Equity Interests, or to
     resort to any item of the Pledged Equity Interest in any particular order;
     and all of the Trustee's rights hereunder and in respect of such Pledged
     Equity Interests and any guarantees shall be cumulative and in addition to
     all other rights, however existing or arising. To the extent that the
     Company lawfully may, the Company hereby (i) agrees that it will not invoke
     any applicable laws relating to the marshaling of collateral which might
     cause delay in or impede the enforcement of the Trustee's rights under this
     Agreement or under any other instrument evidencing any of the Secured
     Obligations or under which any of the Secured Obligations is outstanding or
     by which any of the Secured Obligations is secured or guaranteed and (ii)
     irrevocably waives the benefits of all applicable laws and any and all
     rights to equity of redemption or other rights of redemption that it may
     have in equity or at law with respect to the Pledged Equity Interests.

         Section 12. Security Interest Absolute.

         (a) The obligations of the Company under this Agreement are intended to
     be independent of the Secured Obligations, and a separate action or actions
     may be brought and prosecuted against the Company to enforce this
     Agreement, irrespective of whether any action is brought against another
     pledgor of the Secured Obligations or whether another pledgor of the
     Secured Obligations is joined in any such action or actions. All rights of
     the Trustee and the pledge, hypothecation and security interest hereunder,
     and all obligations of the Company hereunder, shall be absolute and
     unconditional, to the extent permitted by applicable law, irrespective of:

                  (i) any lack of validity or enforceability of the Indenture or
         Security Documents or any other agreement or instrument relating
         thereto;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Secured Obligations, or any
         other amendment or waiver of or any consent to any departure from the
         Indenture or any Security Document;

                  (iii) any taking, exchange, release or non-perfection of any
         other collateral, or any taking, release or amendment or waiver of, or
         consent to departure from any guarantee, for all or any of the Secured
         Obligations;

                                      B-20


                  (iv) any manner of application of the Pledged Equity
         Interests, or proceeds thereof, to all or any of the Secured
         Obligations, or any manner of sale or other disposition of any other
         collateral for all or any of the Secured Obligations;

                  (v) any change, restructuring or termination of the structure
         or existence of the Company or any Issuer; or

                  (vi) any other circumstances which would otherwise constitute
         a defense available to, or a discharge of, the Company, any Issuer or a
         third party grantor of a security interest.

         (b) The Company hereby waives, to the extent permitted by applicable
     law, (i) all rights under any applicable law limiting remedies, including
     recovery of a deficiency from the Company, whether by right of subrogation
     or otherwise; (ii) all rights under any applicable law to require the
     Trustee to pursue any Issuer or any other Person, any security which the
     Trustee may hold or any other remedy before proceeding against the Company;
     (iii) all rights of reimbursement or subrogation, all rights to enforce any
     remedy that the Trustee may have against any Issuer and all rights to
     participate in any security held by the Trustee, until the Secured
     Obligations have been indefeasibly paid and performed in full; (iv) all
     rights to require the Trustee to give any notices of any kind, including,
     without limitation, notices of nonpayment, nonperformance, protest,
     dishonor, default, delinquency or acceleration, or to make any
     presentments, demands or protests, except as set forth herein or expressly
     provided in the Indenture; (v) all rights to assert the bankruptcy or
     insolvency of any Issuer as a defense hereunder or as the basis for
     rescission hereof; (vi) all rights under any applicable law purporting to
     reduce the Company's obligations hereunder if the Secured Obligations are
     reduced; (vii) all defenses based on the disability or lack of authority of
     the Company, any Issuer or any Person, the repudiation of the Indenture or
     the Security Documents by the Company, any Issuer or any Person, the
     failure by the Trustee to enforce any claim against the Company or any
     Issuer or the unenforceability in whole or in part of the Indenture or any
     Security Document; (viii) all suretyship and guarantor's defenses
     generally; (ix) all rights to insist upon, plead or in any manner whatever
     claim or take the benefit or advantage of, any appraisal, valuation, stay,
     extension, marshalling of assets, redemption or similar law, or exemption,
     whether now or at any time hereafter in force, which may delay, prevent or
     otherwise affect the performance by the Company of its obligations under,
     or the enforcement by the Trustee of, this Agreement; (x) any requirement
     on the part of the Trustee to mitigate the damages resulting from any
     default; and (xi) except as otherwise specifically set forth herein, all
     rights of notice and hearing of any kind prior to the exercise of rights by
     the Trustee upon the occurrence and during the continuation of an Event of
     Default to repossess with judicial process or to replevy, attach or levy
     upon the Pledged Equity Interests. To the extent permitted by applicable
     law, the Company waives the posting of any bond otherwise required of the
     Trustee in connection with any judicial process or proceeding to obtain
     possession of, replevy, attach or levy upon the Pledged Equity Interests,
     to enforce any judgment or other security for the Secured Obligations, to
     enforce any judgment or other court order entered in favor of the Trustee
     or to enforce by specific performance, temporary restraining order or
     preliminary or

                                      B-21


     permanent injunction this Agreement or any other agreement or document
     between the Company and the Trustee. Upon the occurrence and during the
     continuation of an Event of Default, the Trustee may elect to nonjudicially
     or judicially foreclose against any security it holds for the Secured
     Obligations or any part thereof, or to exercise any other remedy against
     the Company or any Issuer, any even if the effect of that action is to
     deprive the Company of the right to collect reimbursement from any Issuer
     for any sums paid by the Company to the Trustee.

         Section 13. Miscellaneous.

         13.01 No Waiver. No failure on the part of the Trustee to exercise, and
no course of dealing with respect to, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof nor shall any single
or partial exercise by the Trustee of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. The remedies herein are cumulative and are not exclusive
of any remedies provided by law.

         13.02 Notices. All notices, requests, demands and other communications
provided for or permitted hereunder shall be in writing (including telex and
telecopy communications) and shall be sent to the addresses and in the manner
provided in Section 11.02 of the Indenture.

         13.03 Expenses. Without limitation of any of the provisions of the
Indenture, the Company agrees to reimburse the Trustee for all reasonable costs
and expenses of the Trustee (including the reasonable fees and expenses of legal
counsel) in connection with (i) any Event of Default and any enforcement or
collection proceeding resulting therefrom, including all manner of participation
in or other involvement with (w) any performance by the Trustee of any
obligations of the Company in respect of the Collateral that the Company has
failed or refused to perform, (x) any Insolvency or Liquidation Proceeding and
any actual or attempted sale of, or any exchange, enforcement, collection,
compromise or settlement in respect of, any of the Collateral, and for the care
of the Collateral and defending or asserting rights and claims of the Trustee in
respect thereof, by litigation or otherwise, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other negotiations or proceedings
(whether or not the workout, restructuring or transaction contemplated thereby
is consummated) and (ii) the enforcement of this Section 13.03, and all such
costs and expenses shall be Secured Obligations entitled to the benefits of the
Lien provided pursuant to this Agreement.

         In addition to the foregoing, the Company shall pay or reimburse the
Trustee for all stamp, filing and transfer fees, taxes (other than income taxes
in respect of the compensation received by the Trustee under the Indenture) and
other similar imposts which may be payable or determined to be payable in
respect of the execution, delivery, performance or enforcement of this
Agreement, the Notes or any of the Security Documents. Any amounts due by the
Company under this Section 13.03 shall be in addition to (and not in limitation
of) any amounts due to the Trustee or any Holders under the Indenture.

                                      B-22


         13.04 Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the Company
and the Trustee (with the consent of the Holders to the extent required under
Article 9 of the Indenture).

         13.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Trustee and the Holders (provided, however, that the Company shall not
assign or transfer its rights or obligations hereunder, except pursuant to a
transaction permitted under Article 5 of the Indenture, without the prior
written consent of the Trustee).

         Notwithstanding anything herein to the contrary, the resignation or
removal of the Trustee under the Indenture shall be effective to cause the
resignation or removal of the Trustee (as applicable) for all purposes under and
in connection with the Security Documents.

         13.06 Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

         13.07 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and either of the parties hereto may execute this Agreement by
signing any such counterpart.

         13.08 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York, except to the extent that
the validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of New York.

         13.09 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. EACH PARTY HERETO
MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL
COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF NEW YORK,
NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO
ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE
PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS SET FORTH IN THE SIGNATURE
PAGES HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY
LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH
PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD
TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING
CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES HERETO FROM BRINGING AN
ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER PLACE HAVING JURISDICTION
OVER SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH

                                      B-23


PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

         JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY OF
THE OTHER SECURITY DOCUMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

         13.10 Reinstatement. This Agreement shall continue to be effective or
be reinstated, as the case may be, if at any time any amount received by the
Trustee or the Holders in respect of the Secured Obligations is rescinded or
must otherwise be restored or returned by the Trustee or the Holders upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or any Issuer or upon the appointment of any intervenor or conservator
of, or trustee or similar official for, the Company or any Issuer or any
substantial part of its assets, or otherwise, all as though such payment has not
been made.

         13.11 Severability. If any provision hereof is invalid or unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Trustee and the Holders in order to
carry out the intentions of the parties hereto as nearly as may be possible and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.

         13.12 No Limitation upon Indenture; Provisions for Benefit of Trustee.
Nothing in this Agreement shall be deemed to alter, impair or limit the
obligations of the Company, or the rights of the Trustee and the Holders, under
the Indenture. The provisions of Sections 7.01, 7.02 and 7.07 of the Indenture
shall be equally applicable to the rights and obligations of the Trustee under
this Agreement and the other Security Documents to the same extent as if set
forth herein and therein and made applicable hereto and thereto.





                                      B-24


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

                                             NATIONAL ENERGY & GAS TRANSMISSION,
                                             INC.



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



                                                     THE BANK OF NEW YORK,
                                                       as Trustee



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








                                                                      SCHEDULE A



                                     ISSUERS



Name                                                Jurisdiction of Organization

NEGT Enterprises, Inc.                                       Delaware

Gas Transmission Corporation                                 Delaware

NEGT Services Company, LLC                                   Delaware






                                                                      SCHEDULE B

                            PLEDGED EQUITY INTERESTS



A. PLEDGED STOCK



                                          Certificate     Class of                       Number of
Registered Owner          Issuer             No(s).         Stock        Par Value        Shares
----------------   -----------------      -----------     ---------      ---------       ----------

NEGT               NEGT Enterprises,           2           Common               $1.00          1,000
                   Inc.

NEGT               Gas Transmission            2           Common        no par value          1,000
                   Corporation




B. PLEDGED LLC INTERESTS

                                            Certificate       Contributed
Registered Owner          Issuer               No(s).              Amount
----------------   ----------------------   ------------      ------------
NEGT               NEGT Services                 1              $100.00
                   Company, LLC










                                                                      SCHEDULE C

                                     FILINGS

Uniform Commercial Code financing statement to be filed in the Office of the
Secretary of State of the State of Delaware.






                                    EXHIBIT A


                            FORM OF PLEDGE SUPPLEMENT


                  This PLEDGE SUPPLEMENT, dated as of ___________, is delivered
pursuant to the Pledge Agreement dated as of ___, 2004 (as the same may be
amended, supplemented or otherwise modified and in effect from time to time, the
"Pledge Agreement") between National Energy & Gas Transmission, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, as trustee under the Indenture referred to in the Pledge Agreement
(the "Trustee"). Terms used but not defined herein have the respective meanings
assigned to such terms in or by reference in the Pledge Agreement.

                  The Company hereby confirms the pledge of and grant to the
Trustee of the security interest in, as set forth in the Pledge Agreement, and
does hereby pledge and grant to the Trustee a security interest in, all of the
Company's right, title and interest in and to the Collateral to secure the
Secured Obligations, in each case whether now owned by the Company or hereafter
acquired and whether now existing or hereafter coming into existence, including,
without limitation, the Pledged Equity Interests specified on the attached
supplement to Schedule B to the Pledge Agreement. The Company represents and
warrants that the attached supplements to schedules to the Pledge Agreement
accurately and completely set forth all additional information required to be
set forth therein pursuant to the Pledge Agreement and hereby agrees that such
supplements constitute part of the schedules to the Pledge Agreement.

                  IN WITNESS WHEREOF, the Company has caused this Pledge
Supplement to be duly executed and delivered as of ___________________.



                                        NATIONAL ENERGY & GAS TRANSMISSION, INC.



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






                                                        SUPPLEMENT TO SCHEDULE A
                                                             TO PLEDGE AGREEMENT



                                     ISSUERS









                                                        SUPPLEMENT TO SCHEDULE B
                                                             TO PLEDGE AGREEMENT



                            PLEDGED EQUITY INTERESTS









                                    EXHIBIT B


                            FORM OF IRREVOCABLE PROXY


                  The undersigned hereby appoints _______________________ as
Proxy with full power of substitution, and hereby authorizes the Trustee, for
the ratable benefit of the Holders, to represent and vote all of the Pledged
Equity Interests of National Energy & Gas Transmission, Inc., a Delaware
corporation, owned by the undersigned on or after the date of exercise hereof in
accordance with the Pledge Agreement, for so long as an Event of Default has
occurred and is continuing, at any meeting or at any other time chosen by
Trustee in its sole discretion.



Date:  _________________

                                                     NATIONAL ENERGY & GAS
                                                     TRANSMISSION, INC.



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






                                    EXHIBIT C


                                     FORM OF
                     PARTNERSHIP/LIMITED LIABILITY COMPANY/
                                STOCK/TRUST POWER


                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________ all of its partnership/limited liability
company/stock/trust interests in the Pledged Equity Interests standing in its
name on the books of the issuer of such interests, represented by the following
certificate(s): ________________, and irrevocably appoints ________________ as
attorney to transfer such certificated securities with full power of
substitution in the premises.



Date:
     --------------------
                                                           NATIONAL ENERGY & GAS
                                                              TRANSMISSION, INC.



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


In the presence of:



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














                                    EXHIBIT C
                                    ---------

*****************************************************************************








                    NATIONAL ENERGY & GAS TRANSMISSION, INC.,
                                    as Issuer

                              THE BANK OF NEW YORK,
                           as Initial Collateral Agent

                              THE BANK OF NEW YORK,
                              as Tranche A Trustee

                                       and

                            WILMINGTON TRUST COMPANY,
                              as Tranche B Trustee

                  COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

                          Dated as of           , 2004
                                      ------ ---






*****************************************************************************





                                TABLE OF CONTENTS

                                                                            Page


Section 1. Definitions.........................................................2


Section 2. Representations and Warranties......................................5


Section 3. Priority of Liens...................................................6

     3.01. Subordination.......................................................6
     3.02. Certain Enforcement Actions.........................................7
     3.03. Certain Matters Pertaining to Insolvency Proceedings................8
     3.04. Certain Actions With Respect to Liens...............................9
     3.05. Perfection of Security Interests...................................10
     3.06. Control of Dispositions of Collateral..............................11
     3.07. Payment of Proceeds................................................12

Section 4. Bank Credit Facility Reliance, Modifications, Etc..................12

     4.01. Notice of Acceptance, Etc..........................................12
     4.02. Modifications to Documents.........................................13
     4.03. Liability of Banks.................................................13
     4.04. Further Assurances.................................................14

Section 5. Changes of Collateral Agent........................................14

     5.01. Replacement by Bank Representative.................................14
     5.02. Replacement by Trustee.............................................14

Section 6. Miscellaneous......................................................14

     6.01. No Waiver..........................................................14
     6.02. Notices............................................................14
     6.03. Expenses...........................................................14
     6.04. Amendments, Etc....................................................15
     6.05. Successors and Assigns.............................................15
     6.06. Captions...........................................................16
     6.07. Counterparts.......................................................16
     6.08. Governing Law......................................................16
     6.09. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; ATTORNEYS' FEES....16
     6.10. Severability.......................................................16
     6.11. Information as to Bank Credit Facility.............................17
     6.12. No Limitation upon Bank Credit Facility or Indentures; Certain
            Provisions Applicable Hereunder...................................17
     6.13. No Third Party Beneficiaries.......................................17
     6.14. Intercreditor Agreement Controls...................................17
     6.15. Termination........................................................17

                                       i


                  COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT


         COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of ____, 2004
among NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the
"Company"), THE BANK OF NEW YORK, a New York banking corporation, as initial
Collateral Agent as provided herein, THE BANK OF NEW YORK, as trustee under the
within-mentioned Tranche A Indenture, and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as trustee under the within-mentioned Tranche B Indenture.

         Pursuant to an Indenture dated as of October [13], 2004 (as the same
may be amended, supplemented or otherwise modified and in effect from time to
time, the "Tranche A Indenture") between the Company and The Bank of New York,
as trustee (the "Tranche A Trustee"), the Company has authorized the issuance of
up to $500 million principal amount of its Secured Tranche A Term Notes due 2011
(the "Tranche A Notes").

         Pursuant to an Indenture dated as of October [13], 2004 (as the same
may be amended, supplemented or otherwise modified and in effect from time to
time, the "Tranche B Indenture") between the Company and Wilmington Trust
Company, as trustee (the "Tranche B Trustee"), the Company has authorized the
issuance of up to $500 million principal amount of its Secured Tranche B Term
Notes due 2011 (the "Tranche B Notes").

         The Company may from time to time incur indebtedness and obligations
under one or more agreements or instruments constituting New Credit Facilities.

         Pursuant to the Tranche A Collateral Documents and the Tranche B
Collateral Documents, the Company has agreed to pledge and grant security
interests in the Collateral as security for the Tranche A Obligations and the
Tranche B Obligations, respectively. The Company may also pledge and grant
security interests in the Collateral, pursuant to the Bank Collateral Documents,
as security for any Bank Credit Facility Obligations. The pledges and security
interests referred to above in this paragraph shall have the relative priorities
set forth in this Agreement.

         The parties hereto desire to set forth and agree upon such priorities
and upon such other matters relating to the Collateral and certain of the rights
and obligations of the parties hereto in respect thereof and to provide for the
appointment of a collateral agent to hold and otherwise perform certain duties
with respect to the Collateral.

         The initial Collateral Agent has been authorized and directed to enter
into this Agreement and to act as such by the Holders as provided in the
Indentures, and each of the Tranche A Trustee and the Tranche B Trustee has been
authorized and directed to enter into this Agreement and to act as the Junior
Secured Creditor as provided herein by the Tranche A Holders or the Tranche B
Holders, as the case may be, as provided in the Tranche A Indenture and the
Tranche B Indenture, respectively.



         Accordingly, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         Section 1. Definitions. Terms used but not defined herein (including in
the foregoing recitals) have the meanings assigned to such terms in the
Indentures. In addition, as used herein:

         "Bank Agent" means the Person designated in the Bank Credit Facility as
the Bank Agent for purposes of this Agreement.

         "Bank Collateral Documents" means the security agreements, pledge
agreements and other documents or instruments executed by the Company to provide
for Liens on Collateral as security for Bank Credit Facility Obligations.

         "Bank Credit Facility" means, at any time, each New Credit Facility
then in effect.

         "Bank Credit Facility Obligations" means (i) all obligations of the
Company under the Bank Credit Facility, including in respect of the principal
of, and interest (including interest accruing after the occurrence and during
the continuance of any event of default thereunder, whether or not a claim for
post-filing or post-petition interest is allowed or allowable under applicable
law following the institution of any Insolvency or Liquidation Proceeding) and
premium, if any, payable thereunder and under any notes issued in connection
therewith, fees, reimbursement and indemnification obligations (including fees
and expenses of the Bank Agent payable under Bank Credit Facility and the Bank
Collateral Documents) and all other amounts outstanding under the Bank Credit
Facility (including all such amounts which would become due but for the
operation of the automatic stay under Section 362(a) of the United States
Bankruptcy Code or the operation of Sections 502(b) and 506(b) of the United
States Bankruptcy Code), and (ii) all obligations of the Company under the Bank
Collateral Documents, in each case as the same may be amended, supplemented or
otherwise modified and in effect from time to time; provided that
notwithstanding the foregoing provisions, Bank Credit Facility Obligations shall
not include any principal amount in excess of $60 million.

         "Bank Credit Facility Payment Date" means the date on which (i) all of
the Bank Credit Facility Obligations shall have been finally and indefeasibly
paid in full, all commitments to extend credit under the Bank Credit Facility
shall have been terminated and all letters of credit or similar instruments
issued thereunder shall have expired or been terminated (or cash collateralized
as provided in clause (ii) below) and (ii) the Company shall have furnished the
Banks with cash as collateral security in such amounts as the Banks shall have
reasonably determined are necessary to secure the Banks from loss, cost, damage
or expense, including reasonable attorneys' fees and legal expenses, in
connection with contingent Bank Credit Facility Obligations, including issued
and outstanding letters of credit and obligations (other than general
indemnification obligations) as to which the Banks have not yet received final
and indefeasible payment, provided that the Company shall not be required to
furnish the Banks with cash as collateral in respect of any outstanding letter
of credit that exceeds 105% of the undrawn stated amount of such letter of
credit.

                                       2


         "Banks" means, at any time and with as respect to any New Credit
Facility, the lenders and agents parties to such New Credit Facility at such
time and, unless the context shall otherwise require, any agent or
representative thereof.

         "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy," as amended from time to time, or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, and all rules and
regulations promulgated thereunder.

         "Collateral" has the meaning set forth in Section 3.01 of each of the
Tranche A Pledge Agreement and the Tranche B Pledge Agreement.

         "Collateral Agent" means The Bank of New York as initial Collateral
Agent hereunder and its successors as such thereunder, or, at any time from and
after the effectiveness of the Bank Credit Facility and prior to the Bank Credit
Facility Payment Date, any Person designated to act as collateral agent for
purposes of this Agreement by the Banks party to the New Credit Facility, such
designation, if any, to be made in accordance with the applicable provisions of
such New Credit Facility and Section 5 hereof.

         "Collateral Documents" means the Bank Collateral Documents, the Tranche
A Collateral Documents and the Tranche B Collateral Documents.

         "Holders" means, when used with reference to an Indenture, Holders, as
that term is defined in such Indenture, and otherwise, unless the context shall
otherwise require, the Tranche A Holders and the Tranche B Holders.

         "Indenture" means the Tranche A Indenture and/or the Tranche B
Indenture, as the context shall require, and "Indentures" means the Tranche A
Indenture and the Tranche B Indenture.

         "Junior Secured Creditor" means, prior to the Bank Credit Facility
Payment Date, each of the Tranche A Trustee and the Tranche B Trustee or the
Tranche A Trustee and the Tranche B Trustee collectively, as the context shall
require.

         "Pledged Equity Interests" has the meaning set forth in the Tranche A
Pledge Agreements and the Tranche B Pledge Agreement.

         "Possessory Collateral" means any certificates evidencing the Pledged
Equity Interests and any other Collateral in which a Lien may be perfected
through physical possession by the secured party or an agent therefor of an
instrument or other document evidencing such Collateral.

         "Proceeds" has the meaning set forth in Section 3.01(d) hereof.

         "Secured Obligations" means the Bank Credit Facility Obligations, the
Tranche A Obligations and the Tranche B Obligations.

         "Standstill Period" means each period beginning on the date on which
the Bank Agent receives written notice from the Company or from the Tranche A
Trustee or the Tranche

                                       3


B Trustee of the occurrence of an Event of Default and terminating on the date
that is 180 days later, provided that such period shall not terminate, and the
provisions of Section 3.02 (a) hereof shall remain in effect, if prior to such
date of termination (i) the Bank Agent or the Banks, or the Collateral Agent at
the direction of the Bank Agent or the Banks, exercise any right or remedy with
respect to a sale, foreclosure or other realization upon any of the Collateral
(including taking any action preliminary thereto) or (ii) an Insolvency or
Liquidation Proceeding occurs.

         "Tranche A Collateral Documents" means the Tranche A Pledge Agreement
and any other Security Documents (other than this Agreement), as such term is
defined in the Tranche A Indenture.

         "Tranche A Holders" means Holders, as that term is defined in the
Tranche A Indenture.

         "Tranche A Obligations" means (i) all present and future obligations of
the Company under the Tranche A Indenture and the Tranche A Notes, including in
respect of the principal of, and interest (including interest accruing after the
occurrence and during the continuance of any Default, whether or not a claim for
post-filing or post-petition interest is allowed or allowable under applicable
law following the institution of any Insolvency or Liquidation Proceeding) and
premium, if any, on the Tranche A Notes, purchase price of Tranche A Notes,
fees, reimbursement and indemnification obligations (including fees and expenses
of the Tranche A Trustee payable under the Tranche A Indenture and under the
Tranche A Collateral Documents) and all other amounts outstanding under the
Tranche A Indenture or the Tranche A Notes (including all such amounts which
would become due but for the operation of the automatic stay under Section
362(a) of the United States Bankruptcy Code or the operation of Sections 502(b)
and 506(b) of the United States Bankruptcy Code), and (ii) all present and
future obligations of the Company under the Tranche A Collateral Documents, in
each case as the same may be amended, supplemented or otherwise modified and in
effect from time to time (including fees and expenses of the Tranche A Trustee
payable under the Tranche A Indenture and the Tranche A Collateral Documents).

         "Tranche A Pledge Agreement" means the Pledge Agreement dated as of the
date hereof between the Company and the Tranche A Trustee, as amended,
supplemented or otherwise modified and in effect from time to time.

         "Tranche B Collateral Documents" means the Tranche B Pledge Agreement
and any other Security Documents (other than this Agreement), as such term is
defined in the Tranche B Indenture.

         "Tranche B Holders" means Holders, as that term is defined in the
Tranche B Indenture.

         "Tranche B Obligations" means (i) all present and future obligations of
the Company under the Tranche B Indenture and the Tranche B Notes, including in
respect of the principal of, and interest (including interest accruing after the
occurrence and during the continuance of any Default, whether or not a claim for
post-filing or post-petition interest is allowed or allowable under applicable
law following the institution of any Insolvency or

                                       4


Liquidation Proceeding) and premium, if any, on the Tranche B Notes, purchase
price of Tranche B Notes, fees, reimbursement and indemnification obligations
(including fees and expenses of the Tranche B Trustee payable under the Tranche
B Indenture and under the Tranche B Collateral Documents) and all other amounts
outstanding under the Tranche B Indenture or the Tranche B Notes (including all
such amounts which would become due but for the operation of the automatic stay
under Section 362(a) of the United States Bankruptcy Code or the operation of
Sections 502(b) and 506(b) of the United States Bankruptcy Code), and (ii) all
present and future obligations of the Company under the Tranche B Collateral
Documents, in each case as the same may be amended, supplemented or otherwise
modified and in effect from time to time (including fees and expenses of the
Tranche B Trustee payable under the Tranche B Indenture and the Tranche B
Collateral Documents).

         "Tranche B Pledge Agreement" means the Pledge Agreement dated as of the
date hereof between the Company and the Tranche B Trustee, as amended,
supplemented or otherwise modified and in effect from time to time.

         "Trustee" means the Tranche A Trustee and/or the Tranche B Trustee, as
the context shall require, and "Trustees" mean the Tranche A Trustee and the
Tranche B Trustee.

         Section 2. Representations and Warranties. The Company represents and
warrants to each of the other parties hereto that:

             (a) Organization, Etc. The Company is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, is duly
qualified to do business and is in good standing as a foreign entity in each
jurisdiction where the nature of its business requires such qualification and
has full power and authority and holds all requisite governmental licenses,
permits and other approvals to enter into and perform its obligations under this
Agreement.

             (b) Due Authorization Non-Contravention Etc. The execution,
delivery and performance by the Company of this Agreement are within its
corporate powers, have been duly authorized by all necessary corporate action
and do not contravene any contractual restriction, court decree or order or law
or governmental regulation, in each case binding upon or affecting the Company.

             (c) Governmental Approval, Regulation, Etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or other Person (other than filings and recordings in respect of Liens
created by the Collateral Documents and other than those that have been duly
obtained or made and which are in full force and effect) is required for (i) the
grant by the Company of the Liens granted by the Collateral Documents or (ii)
the due execution, delivery or performance by the Company of this Agreement.

             (d) Validity, Etc. This Agreement constitutes the legal, valid and
binding obligation of the Company, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
or by general principles of equity.

                                       5


             (e) Litigation. There is no action or proceeding pending, or to the
knowledge of the Company threatened, against the Company that contests or
challenges the ability of the Company to enter into or perform its obligations
under this Agreement.

         Section 3. Priority of Liens.

         3.01. Subordination. (a) Each the parties hereto agrees that, as
further set forth in subsections (b), (c) and (d) of this Section 3, and
notwithstanding anything in the Bank Collateral Documents, the Tranche A
Collateral Documents or the Tranche B Collateral Documents to the contrary, as
among the Liens securing the Secured Obligations, (i) the Liens securing the
Bank Credit Facility Obligations shall be first priority Liens, (ii) the Liens
securing the Tranche A Obligations and the Tranche B Obligations shall be, with
respect to the Liens securing the Bank Credit Facility Obligations, second
priority and subordinated Liens and (iii) the Liens securing the Tranche A
Obligations and the Tranche B Obligations shall be, with respect to each other,
pari passu and of the same ranking and priority, provided that the provisions of
this clause (iii) shall not be deemed to affect the provisions of clause (i) of
the third sentence of Section 3.09(a) of the Tranche B Indenture.

             (b) Notwithstanding anything in the Tranche A Indenture or the
Tranche A Collateral Documents to the contrary, the Tranche A Trustee, on behalf
of itself and the Tranche A Holders, hereby agrees that, regardless of the
relative times of attachment or perfection thereof or the order of filing of
financing statements or other documents or any provision of the Uniform
Commercial Code or any other applicable law to the contrary, (i) the Liens
granted in favor of the Tranche A Trustee pursuant to the Tranche A Collateral
Documents shall in all respects be junior and subordinate to the Liens granted
or to be granted to the Banks in respect of the Collateral as security for the
Bank Credit Facility Obligations (without regard to whether any such Lien shall
be perfected or avoidable) and (ii) except as provided in the proviso to Section
3.02(b) hereof or in the proviso to Section 3.03 (a) hereof, all of the rights
and remedies of the Tranche A Trustee hereunder or under the Tranche A Indenture
or the Tranche A Collateral Documents in respect of the Collateral are hereby
expressly made, and at all times will be, subject and subordinate in all
respects to any Liens thereon now existing, or that may in the future be
created, as security for the Bank Credit Facility Obligations and to the rights
and remedies of the Banks in respect thereof. The Tranche A Trustee further
agrees, on behalf of itself and the Tranche A Holders, that it shall not (and
hereby waives any right to) take any action to contest or challenge the
validity, priority, enforceability or perfection of the Liens of the Banks on
the Collateral.

             (c) Notwithstanding anything in the Tranche B Indenture or the
Tranche B Collateral Documents to the contrary, the Tranche B Trustee, on behalf
of itself and the Tranche B Holders, hereby agrees that, regardless of the
relative times of attachment or perfection thereof or the order of filing of
financing statements or other documents or any provision of the Uniform
Commercial Code or any other applicable law to the contrary, (i) the Liens
granted in favor of the Tranche B Trustee pursuant to the Tranche B Collateral
Documents shall in all respects be junior and subordinate to the Liens granted
or to be granted to the Banks in respect of the Collateral as security for the
Bank Credit Facility Obligations (without regard to whether any such Lien shall
be perfected or avoidable) and (ii) except as provided in the proviso to Section
3.02(b) hereof or in the proviso to Section 3.03(a) hereof, all of the rights
and

                                       6


remedies of the Tranche B Trustee hereunder or under the Tranche B Indenture or
the Tranche B Collateral Document in respect of the Collateral are hereby
expressly made, and at all times will be, subject and subordinate in all
respects to any Liens thereon now existing, or that may in the future be
created, as security for the Bank Credit Facility Obligations and to the rights
and remedies of the Banks in respect thereof. The Tranche B Trustee further
agrees, on behalf of itself and the Tranche B Holders, that it shall not (and
hereby waives any right to) take any action to contest or challenge the
validity, priority, enforceability or perfection of the Liens of the Banks on
the Collateral.

             (d) Notwithstanding anything to the contrary contained in the
Tranche A Indenture or the Tranche A Collateral Documents, or in the Tranche B
Indenture or the Tranche B Collateral Documents, all proceeds received in
respect of any sale, disposition or release of, any collection from or any other
realization upon all or any part of the Collateral ("Proceeds") by the
Collateral Agent or the Banks pursuant to this Agreement or the Bank Collateral
Documents, or by the Collateral Agent, the Tranche A Trustee or the Tranche B
Trustee pursuant to this Agreement or the Tranche A Collateral Documents or the
Tranche B Collateral Documents, as the case may be, shall, to the extent
available for distribution at any time, and except as otherwise provided in the
Bank Credit Facility or the Bank Collateral Documents, be applied to the Secured
Obligations in the following order of priority:

         First, to the payment of all Bank Credit Facility Obligations,

         Second, to the extent of any excess, to the payment of all Tranche A
     Obligations and Tranche B Obligations, equally and ratably in accordance
     with the provisions of the Indentures (but subject to the provisions of
     clause (i) of the third sentence of Section 3.09(a) of the Tranche B
     Indenture) and the Tranche A Collateral Documents and the Tranche B
     Collateral Documents, and

         Third, any surplus then remaining to the Company or its successors or
     assigns or to whomsoever may be lawfully entitled to receive the same or as
     a court of competent jurisdiction may direct.

             (e) Each of the parties hereto acknowledges that the foregoing
provisions of this Section 3.01 provide for priority and subordination only with
respect to (i) Liens on the Collateral, (ii) the distribution of Proceeds of the
Collateral as described above and (iii) the application of Net Proceeds from
Principal Asset Sales as described in Section 3.08 hereof, and do not constitute
(and none of the other provisions of this Agreement constitute) an agreement
with respect to contractual subordination of or with respect to any of the
Tranche A Obligations or Tranche B Obligations, except as expressly set forth
herein with respect to the foregoing matters.

         3.02. Certain Enforcement Actions. Prior to the Bank Credit Facility
Payment Date, the Junior Secured Creditor will not, without the prior written
consent of the Bank Agent,

             (a) during the Standstill Period, commence any action, whether
judicial or otherwise, for the enforcement of the Junior Secured Creditor's
rights or remedies as a secured creditor with respect to the Collateral or any
Liens on the Collateral, including

                                       7


commencement of an Insolvency or Liquidation Proceeding against the Company or
commencement of, or participation in, any execution, levy, receivership or
foreclosure proceedings against, or any other sale of, collection on, or
disposition of, any Collateral or in respect of any Liens on the Collateral or
any Proceeds thereof, or any other exercise of rights or remedies with respect
to any of the Collateral or in respect of any Liens on the Collateral (including
any collection proceedings with respect to any of the Collateral); or

             (b) following the commencement of an Insolvency or Liquidation
Proceeding against the Company, exercise any rights afforded to secured
creditors in a case under the Bankruptcy Code with respect to the Collateral or
any Liens on the Collateral or take any other action under the Bankruptcy Code
that directly affects the Collateral or any Liens on the Collateral, provided
that (x) the foregoing shall not be deemed to prevent the taking of any action
by the Junior Secured Creditor to the extent that the same relates to or affects
all or substantially all of the property of the bankruptcy estate of the Company
and (y) the Junior Secured Creditor and the Holders may make such demands and
file such claims or documents as may be necessary to prevent the waiver or bar
under applicable statutes of limitations or other statutes, court orders or
rules of procedure of any claims held by them.

         The foregoing provisions of this Section 3.02 shall not prevent the
Junior Secured Creditor or any of the Holders from making any demand or bringing
any action for payment or declaring a Default or an Event of Default or
exercising their rights to accelerate Indebtedness of the Company pursuant to
the provisions of the Tranche A Indenture or the Tranche B Indenture, as the
case may be, or otherwise exercising their rights as unsecured creditors.

         After the Bank Credit Facility Payment Date, the Junior Secured
Creditor shall not be restricted by the provisions of this Agreement from
exercising any and all rights and remedies it may have as a creditor under
applicable law, including rights and remedies with respect to any of the
Collateral.

         3.03. Certain Matters Pertaining to Insolvency Proceedings. In addition
to, and without limiting the generality of Section 3.02 hereof, the Junior
Secured Creditor agrees on behalf of the Holders that in the event of an
Insolvency or Liquidation Proceeding involving the Company that occurs prior to
the Bank Credit Agreement Payment Date:

             (a) the Junior Secured Creditor will not (i) pursue any remedies
with respect to the Collateral or any Liens on the Collateral in such
proceeding, including seeking relief from any stay that is not supported by the
Banks (or such of the Banks as shall be provided in the Bank Credit Facility) or
(ii) oppose, hinder or interfere with any sale under Section 363 of the
Bankruptcy Code of all or any portion of the Collateral which has the support of
the Banks (or such of the Banks as shall be provided in the Bank Credit
Facility), provided that nothing in this Section 3.03(a) will (v) affect the
exercise by the Junior Secured Creditor and the Holders of their rights to vote
on a reorganization plan or to determine how they are to vote, (w) prevent the
Junior Secured Creditor or the Holders from exercising any rights to which they
are entitled by virtue of the TIA, (x) prevent the Junior Secured Creditor from
seeking any order or determination by the court before which such Insolvency or
Liquidation Proceeding is pending with respect to the protection or preservation
of the Collateral or the rights of the Junior Secured Creditor with respect
thereto or the proceeds thereof, but in any event consistent with the

                                       8


priorities set forth in this Agreement, (y) prevent the Junior Secured Creditor
or any of the Holders from offering to acquire any of the Bank Credit Facility
Obligations or from bidding for or acquiring Collateral in any sale thereof or
(z) affect the rights of the Junior Secured Creditor under any of the provisions
of Section 3.02 hereof;

             (b) the Junior Secured Creditor will not cause the Company or a
bankruptcy trustee therefor to seek to surcharge the Collateral or to finance
any surcharge action (other than in respect of fees and expenses of the Junior
Secured Creditor on a subordinated basis consistent with this Agreement);

             (c) the Junior Secured Creditor waives any actions, claims or
rights against the Banks arising out of the election of the Banks of the
application of Section 1111(b)(2) of the Bankruptcy Code, or which might arise
from any matter approved by the Bankruptcy Court, including the use of cash
collateral, debtor-in-possession financing arrangements, the grant of security
interests or receipt and application of payments from the debtor's estate; and

             (d) the Junior Secured Creditor will not object to the provision by
the Banks of debtor-in-possession financing on the ground that its interests are
not adequately protected under the terms of the debtor-in-possession financing
arrangement, provided that nothing in this sentence shall preclude the Junior
Secured Creditor of the Holders from objecting to such debtor-in-possession
financing on any ground on which an unsecured creditor could object or from
seeking to obtain junior and subordinated liens on assets that constitute
collateral for such financing.

         3.04. Certain Actions With Respect to Liens.

             (a) Turnover of Collateral. All payments or distributions of or
with respect to the Collateral that are received by the Junior Secured Creditor
hereunder at any time prior to the Bank Credit Facility Payment Date shall be
segregated from other funds and property held by the Junior Secured Creditor and
held in trust for the benefit of the Banks, and the Junior Secured Creditor
shall forthwith pay over to the Collateral Agent such amounts in the same form
as so received (with any necessary endorsement) to be applied or held as
Collateral in accordance with the provisions hereof and of the Bank Credit
Facility. The Junior Secured Creditor, on behalf of itself and the Holders,
hereby irrevocably and unconditionally waives and relinquishes all statutory,
contractual, common law, equitable and other claims against the Company and any
Collateral for subrogation, reimbursement, exoneration, contribution,
indemnification, set-off or other recourse in respect of sums paid or payable to
the Banks hereunder and further irrevocably and unconditionally waives and
relinquishes any and all other benefits which the Junior Secured Creditor might
otherwise directly or indirectly receive or be entitled to receive by reason of
any amounts paid by or collected upon or realized from the Collateral, in each
case prior to the Bank Credit Facility Payment Date.

             (b) Turnover by Banks upon Payment in Full. Effective upon the
first Business Day after the Bank Credit Facility Payment Date, except under the
circumstances described in Section 3.04(c) hereof, the Company will cause the
Bank Agent, at the cost and expense of the Company, to promptly execute and
deliver all such instruments and documents, and take all such actions, as shall
be necessary or that the Collateral Agent or the Junior Secured

                                       9


Creditor may reasonably request, to evidence or confirm the termination of the
Lien subordination created under this Agreement and, in that connection, to
cause the Bank Agent to deliver to the Collateral Agent, without recourse and
without representation or warranty of any kind, all Collateral, all Proceeds
thereof and all certificates, instruments or other documents evidencing or
representing any of the Collateral, at the time held by the Bank Agent or the
Banks pursuant to this Agreement or the Bank Collateral Documents; provided that
the Bank Agent shall not be required to deliver or pay over any of the
foregoing, execute any instruments or documents or take any other action
referred to in this Section 3.04(b) to the extent that such action would
contravene any law, order or other legal requirement, and in the event of a
controversy or dispute, the Bank Agent may interplead any moneys or other
property in any court of competent jurisdiction.

             (c) Reinstatement. If, after receipt of any payment of, or receipt
of any Proceeds of Collateral applied to the payment of, any of the Bank Credit
Facility Obligations (including upon the insolvency, bankruptcy or
reorganization of the Company), the Banks are required to surrender or return
such payment or Proceeds to any Person for any reason (including upon any such
insolvency, bankruptcy or reorganization), then the Bank Credit Facility
Obligations intended to be satisfied by such payment or Proceeds shall be
reinstated and shall continue and this Agreement shall continue in full force
and effect as if such payment or Proceeds had not been received by the Bank
Agent or the Banks. In any such event, the Collateral Agent shall thereafter,
upon receipt of any Collateral, Proceeds thereof or certificates, instruments or
other documents, and until the Bank Credit Facility Payment Date, hold the same
as Collateral hereunder. This Section 3.04(c) shall remain effective
notwithstanding any contrary action which may be taken by the Bank Agent or the
Banks in reliance upon such payment or Proceeds and shall survive the
termination of this Agreement.

             (d) Asset Sales. The Banks and the Bank Agent acknowledge and agree
that upon a Principal Asset Sale any Liens of the Banks on any assets or equity
interests being sold in such Principal Asset Sale shall be released, provided
that Net Proceeds of such Principal Asset Sale are applied to the Bank Credit
Facility Obligations in accordance with the provisions of Section 3.09 of the
Indentures.

         3.05. Perfection of Security Interests. For the limited purpose of
perfecting the Liens in the Collateral of the Bank Agent and the Banks, the
Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the
Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of
Possessory Collateral, subject to the provisions of this Section 3 and Section 4
hereof, take possession of and hold such Possessory Collateral as agent, as
security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and
the respective holders of the Secured Obligations, and (b) in the case of
Collateral consisting of cash, at the direction of the Bank Agent prior to the
Bank Credit Facility Payment Date and at the direction of the Trustees from and
after such date (or from the date hereof until the effectiveness of a Bank
Credit Facility), enter into such agreements as shall enable the Bank Agent or
the Tranche A Trustee and the Tranche B Trustee to have "control" over such
Collateral (within the meaning of the applicable provisions of the Uniform
Commercial Code), but with such control on the part of the Tranche A Trustee and
the Tranche B Trustee being subject and subordinate to the control and rights of
the Bank Agent and the Banks in such Collateral under the Bank Credit Facility.
In that connection, it is understood and agreed that (i) neither the Collateral
Agent, the Bank Agent

                                       10


or any of the Banks or the Trustees or any of the Holders makes any
representation as to the value of the Collateral or any part thereof, or as to
the security afforded by this Agreement or the Collateral Documents or as to the
validity, execution, enforceability, legality or sufficiency of this Agreement
or the Collateral Documents or of the Secured Obligations, and none of the
Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the
Holders shall incur any liability or responsibility in respect of any such
matters and (ii) none of them shall be required to ascertain or inquire as to
the performance by the Company of any of the covenants or agreements contained
herein or in any such documents.

         3.06. Control of Dispositions of Collateral.

             (a) Dispositions Free of Liens. The Junior Secured Creditor, on
behalf of itself and the Holders, hereby agrees that any collection, sale or
other disposition of Collateral (whether under the Uniform Commercial Code or
otherwise) by the Collateral Agent, the Bank Agent or the Banks shall be free
and clear of any Liens of the Junior Secured Creditor in such Collateral (even
if the Banks shall become the owner of such Collateral), provided that the Bank
Agent shall have given the Junior Secured Creditor not less than 20 days' prior
written notice of any such sale or other disposition; and provided further that
the Junior Secured Creditor shall retain a Lien (having the same priority as the
Lien it previously had on the Collateral that was collected, sold or otherwise
disposed of) on the Proceeds thereof except (i) to the extent that such Proceeds
are applied to the Bank Credit Facility Obligations or (ii) the Banks apply Bank
Credit Facility Obligations to the purchase of such Collateral, whether through
offset, bidding in the same in an auction or otherwise.

             (b) Release to Facilitate Disposition. To the extent requested by
the Bank Agent, the Junior Secured Creditor will promptly execute and deliver
and otherwise cooperate in providing any necessary or appropriate releases to
permit a collection, sale or other disposition of Collateral, as provided in
Section 3.06(a) hereof, by the Bank Agent or the Banks free and clear of the
Liens of the Junior Secured Creditor.

             (c) Waiver of Marshalling. The Junior Secured Creditor, on behalf
of itself and the Holders, hereby waives any right to require the Banks to
marshal assets in its favor or to proceed against any Collateral, or any other
property, assets or collateral provided by the Company or any other Person as
security for the Bank Credit Facility Obligations, and agrees that the Bank
Agent and the Banks may proceed against the Company, any Collateral or any such
other property, assets or other collateral provided by the Company or by any
other Person, in such order and at such times as the Banks shall determine.

             (d) Exercise of Remedies. Prior to the Bank Credit Facility Payment
Date, the Collateral Agent shall follow the directions of the Bank Agent with
respect to the enforcement by the Bank Agent of rights and remedies with respect
to the Collateral, subject to the rights of the Junior Secured Creditor under
Sections 3.02 and 3.03 hereof and to the provisions of the Bank Credit Facility
referred to in the second sentence of Section 6.12 hereof. From and after the
Bank Credit Facility Payment Date (or from the date hereof until the
effectiveness of a Bank Credit Facility), the Collateral Agent shall follow the
directions of the Tranche A Trustee and the Tranche B Trustee with respect to
the enforcement by the Trustees of

                                       11


rights and remedies with respect to the Collateral, subject to the provisions of
the Indentures referred to in the third sentence of Section 6.12 hereof.

         3.07. Payment of Proceeds.

             (a) Payments to Bank Agent. The Collateral Agent shall make
payments of Proceeds to the Bank Agent pursuant to clause First of Section
3.01(d) hereof upon receipt of a certificate of the Bank Agent, specifying the
amount so to be paid and the application thereof to principal, interest or other
amounts constituting Bank Credit Facility Obligations.

             (b) Payments to Trustees. The Collateral Agent shall make payments
of Proceeds to the Tranche A Trustee and/or the Tranche B Trustee pursuant to
clause Second of Section 3.01(d) hereof upon receipt of an order of each of the
Trustees, accompanied by an Officers' Certificate of the Company specifying the
amount or amounts thereof so to be paid and the application thereof to the
Tranche A Notes and/or the Tranche B Notes, and to principal, interest or other
amounts constituting Tranche A Obligations and/or Tranche B Obligations, which
Officers' Certificate shall comply with any applicable requirements of Sections
5.03, 7.01 and 7.02 of the Tranche A Pledge Agreement and/or the Tranche B
Pledge Agreement, together with any Opinion of Counsel or other documents
required pursuant to such Sections to be provided by the Company in respect of
such payment or payments.

         3.08. Application of Net Proceeds from Principal Asset Sales.

         The parties hereto hereby agree that the Net Proceeds from any
Principal Asset Sale shall be applied in the following order of priority:

     First, to the payment of any unpaid fees and expenses of the Collateral
Agent hereunder and then to the payment of all Bank Credit Facility Obligations,

     Second, to fund Cash on Hand (as defined in the Plan),

     Third, to the payment of all Tranche A Obligations and Tranche B
Obligations, equally and ratably in accordance with the provisions of the
Indentures (but subject to the provisions of clause (i) of the third sentence of
Section 3.09(a) of the Tranche B Indenture) and the Tranche A Collateral
Documents and the Tranche B Collateral Documents, and

     Fourth, any surplus then remaining to the Company or as otherwise required
by the Plan.

         Section 4. Bank Credit Facility Reliance, Modifications, Etc.

         4.01. Notice of Acceptance, Etc. All Bank Credit Facility Obligations
at any time made or incurred by any of the Banks under the Bank Credit Facility
shall be deemed to have been made or incurred in reliance upon this Agreement,
and the Junior Secured Creditor, on behalf of itself and the Holders, hereby
waives (i) notice of acceptance by the Banks of this Agreement, (ii) notice of
the existence or creation or non-payment of all or any part of the Bank Credit
Facility Obligations and (iii) protest, demand for payment and notice of
default. Nothing herein shall be deemed to supersede any obligation of the
Company to provide any notice to a Trustee or the Holders under an Indenture.

                                       12


         4.02. Modifications to Documents. The Collateral Agent, and each of the
Trustees, on behalf of itself and the Holders, hereby agrees that, without
affecting the obligations hereunder of the Collateral Agent, the Trustees or the
Holders, the Banks may, at any time and from time to time, in their sole
discretion without the consent of or notice to the Collateral Agent, the
Trustees or any Holder, and without incurring any liability to the Trustees or
any Holder or impairing or releasing the Lien priority and Lien subordination
provided for herein, amend, restate, supplement, terminate (in whole or in part)
or otherwise modify the Bank Credit Facility in any manner whatsoever (but
subject to the proviso contained in the definition herein of the term "Bank
Credit Facility Obligations"), including to:

             (a) rescind in whole or in part any demand for payment of any Bank
Credit Facility Obligation made by the Banks or to continue any Bank Credit
Facility Obligation,

             (b) change the manner, place or terms of payment or extend the time
of payment of or renew or alter all or any of the Bank Credit Facility
Obligations or otherwise amend, restate, supplement, compromise or otherwise
modify in any manner, or grant any waiver or release with respect to, all or any
part of the Bank Credit Facility Obligations or the Bank Credit Facility,

             (c) retain or obtain a Lien on any property to secure any of the
Bank Credit Facility Obligations and in that connection to enter into any
additional agreements with the Company or any of its Subsidiaries,

             (d) amend, or grant any waiver, compromise or release with respect
to, or consent to any departure from, any guaranty or other obligation of any
Person obligated in any manner under the Bank Credit Facility or in respect of
the Bank Credit Facility Obligations,

             (e) release their Lien on any property of the Company or any of its
Subsidiaries, or sell, exchange, or surrender any such property at any time held
as collateral security,

             (f) exercise or refrain from exercising any rights against the
Company or any other Person, including to declare any of the Bank Credit
Facility Obligations to be due and payable,

             (g) retain or obtain the primary or secondary obligation of any
other Person with respect to any of the Bank Credit Facility Obligations, and

             (h) otherwise manage and supervise the Bank Credit Facility
Obligations as the Banks shall deem appropriate.

         4.03. Liability of Banks. The Junior Secured Creditor, on behalf of
itself and the Holders, agrees that no Bank shall have any liability for any
action taken or omitted to be taken by any of them with respect to any
Collateral or any Lien thereon or any matter arising out of or in connection
with this Agreement, except for liability arising directly from such Bank's
gross negligence or willful misconduct, as determined in a final non-applicable
order of a court of competent jurisdiction.

                                       13


         4.04. Further Assurances. The Junior Secured Creditor agrees, at the
expense of the Company, to execute and deliver such further documents and to do
such other lawful acts and things as the Banks may reasonably request in order
fully to effect the Lien subordination provided for in Section 3 hereof.

         Section 5. Changes of Collateral Agent.

         5.01. Replacement by Bank Representative. Concurrently with the
effectiveness of a Bank Credit Facility, the Person, if any, specified for such
purpose in such Facility (who may be the Bank Agent) will, at the election of
such Person and upon execution and delivery of a joinder agreement reasonably
satisfactory to the Trustees, become a party to this Agreement and the
Collateral Agent hereunder, and, in such event, the Person named herein as the
initial Collateral Agent shall be deemed to have resigned as such at such time.

         5.02. Replacement by Trustee. If upon the occurrence of the Bank Credit
Facility Payment Date, one of the Trustees is not then serving as the Collateral
Agent, the Trustees may, by order or orders executed by the Trustees, replace
the then serving Collateral Agent with one of the Trustees, as specified in such
order or orders, and in such event such Collateral Agent shall be deemed to have
resigned at such time.

         Section 6. Miscellaneous.

         6.01. No Waiver. No failure on the part of the Collateral Agent, the
Bank Agent, the Tranche A Trustee or the Tranche B Trustee to exercise, and no
course of dealing with respect to, and no delay in exercising, any right, power
or remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise by the Collateral Agent, the Bank Agent, the Tranche A Trustee
or the Tranche B Trustee of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

         6.02. Notices. All notices, requests, demands and other communications
provided for or permitted hereunder shall be in writing (including telex and
telecopy communications) and shall be sent to the addresses and in the manner
provided for in the applicable provisions of the Bank Credit Facility, in the
case of the Bank Agent and in the case of the Collateral Agent if the Collateral
Agent is designated pursuant to the Bank Credit Facility, or in Section 11.02 of
the respective Indentures, in the case of the Tranche A Trustee and the Tranche
B Trustee and in the case of the Collateral Agent if the Collateral Agent is a
Trustee.

         6.03. Expenses. Without limitation of any of the provisions of the Bank
Credit Facility or the Indentures, the Company agrees to reimburse the
Collateral Agent, the Bank Agent and each of the Trustees for all reasonable
costs and expenses (including the reasonable fees and expenses of their
respective legal counsel) in connection with (i) any event of default under the
Bank Credit Facility or an Indenture and any enforcement or collection
proceeding resulting therefrom, including all manner of participation in or
other involvement with (w) any performance by the Bank Agent or a Trustee of any
obligations of the Company in respect of the Collateral that the Company has
failed or refused to perform, (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, and any actual or attempted

                                       14


sale of, or any exchange, enforcement, collection, compromise or settlement in
respect of, any of the Collateral, and for the care of the Collateral and
defending or asserting rights and claims in respect thereof, by litigation or
otherwise, (y) judicial or regulatory proceedings and (z) workout, restructuring
or other negotiations or proceedings (whether or not the workout, restructuring
or transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 6.03, and all such costs and expenses shall be Secured Obligations
entitled to the benefits of the Collateral.

         In addition to the foregoing, the Company shall pay or reimburse the
Collateral Agent, the Bank Agent and each of Trustees for all stamp, filing and
transfer fees, taxes (other than income taxes in respect of the compensation
received by any of them under the Bank Credit Facility or an Indenture), and
other similar imposts which may be payable or determined to be payable in
respect of the execution, delivery, performance and enforcement of this
Agreement or any Secured Obligation. Any amounts due from the Company under this
Section 6.03 shall be in addition to (and not in limitation of) any amounts due
under the Bank Credit Facility or the Indentures.

         6.04. Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the Company
(but only if its rights or obligations are affected by such waiver, alteration
or amendment), the Collateral Agent, the Bank Agent, the Tranche A Trustee and
the Tranche B Trustee. Any such action by the Bank Agent, or any other action to
be taken by the Bank Agent pursuant to or in connection with this Agreement,
shall be taken by the Bank Agent upon the direction or with the consent of the
Banks, or such of the Banks as shall be provided in (and to the extent required
by) the provisions of the Bank Credit Facility. Any such action by the Tranche A
Trustee or the Tranche B Trustee, or any other action to be taken by the Tranche
A Trustee or the Tranche B Trustee pursuant to or in connection with this
Agreement, shall be taken by such Trustee upon the written direction or with the
written consent of the Tranche A Holders or the Tranche B Holders, as the case
may be, or such of the Holders as shall be provided in (and to the extent
required by) the provisions of the Tranche A Indenture or the Tranche B
Indenture, as the case may be.

         The Company and each of the Trustees agree that they will not, prior to
the Bank Credit Facility Payment Date, if a Bank Credit Facility is then in
effect, amend any provisions of the Collateral Documents to which they are
parties, or any provisions of Section 3.09(a) of the respective Indentures in
any manner adverse to the Banks, or any provisions of the Indentures that define
terms that are used in this Agreement, without the prior written consent of the
Bank Agent.

         6.05. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent, the Bank Agent, the Banks, the Tranche A Trustee, the
Tranche B Trustee and the Holders (provided, however, that the Company shall not
assign or transfer its rights or obligations hereunder, except pursuant to a
transaction permitted under Article V of the Indentures, without the prior
written consent of the Bank Agent and each of the Trustees).

         The Lien priority and Lien subordination provisions contained in
Section 3, and the provisions of Section 4, are for the benefit of the Banks and
their respective successors and

                                       15


assigns and may not be rescinded or cancelled or modified in any way, nor may
any such provision be waived or changed, without the prior written consent of
the Bank Agent, determined as provided Section 6.04 hereof, if a Bank Credit
Facility is then in effect. All such provisions contained herein may be enforced
directly by the Bank Agent against the Tranche A Trustee, the Tranche B Trustee
and the Company.

         6.06. Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

         6.07. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         6.08. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York (including
Section 5-1401 of the General Obligations Law).

         6.09. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; ATTORNEYS' FEES.
EACH PARTY HERETO MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY
STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE
CITY OF NEW YORK, NEW YORK. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY
REGISTERED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON'S ADDRESS
PROVIDED FOR HEREIN AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT
PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL
BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO
SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF THE PARTIES TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE THE PARTIES
HERETO FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER
PLACE HAVING JURISDICTION OVER SUCH ACTION. THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         6.10. Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or

                                       16


unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.

         6.11. Information as to Bank Credit Facility. The Bank Agent shall
deliver or cause to be delivered to the Collateral Agent from time to time upon
request a list setting forth the aggregate principal amount of Indebtedness
outstanding under the Bank Credit Facility and the names of the Banks.

         6.12. No Limitation upon Bank Credit Facility or Indentures; Certain
Provisions Applicable Hereunder. Except as expressly set forth herein, nothing
in this Agreement shall be deemed to alter, impair or limit the obligations of
the Company, or the rights of the Bank Agent or the Banks, the rights of the
Tranche A Trustee and the Tranche A Holders or the rights of the Tranche B
Trustee and the Tranche B Holders, as the case may be, under the Bank Credit
Facility or the respective Indentures. The provisions of the Bank Credit
Facility relating to payment by the Company of fees, costs and expenses,
indemnification by the Company and standards of care or conduct and other
matters relating to exculpation shall be equally applicable to the rights and
obligations hereunder of the Collateral Agent (if the Collateral Agent is
designated pursuant to the Bank Credit Facility) and the Bank Agent to the same
extent if all such provisions were set forth in this Agreement. The provisions
of Sections 7.01, 7.02 and 7.07 of the respective Indentures shall be equally
applicable to the rights and obligations hereunder of the Collateral Agent (if
the Collateral Agent is a Trustee) and the Tranche A Trustee and the Tranche B
Trustee, to the same extent as if all such provisions were set forth in this
Agreement.

         6.13. No Third Party Beneficiaries. This Agreement is entered into for
the benefit of the parties hereto, the Banks, the Bank Agent, the Holders and
their respective successors and assigns, and no other Person shall have any
rights or interests hereunder or be a beneficiary hereof.

         6.14. Intercreditor Agreement Controls. In the event of any conflict or
inconsistency between the provisions of this Agreement and the provisions of any
of the Collateral Documents, the Bank Credit Facility or the Indentures, the
provisions of this Agreement shall control.

         6.15. Termination. Upon the final and indefeasible payment in full of
the Secured Obligations, this Agreement shall terminate, and the Collateral
Agent shall forthwith cause to be assigned, transferred and delivered, against
written receipt but without any recourse, warranty or representation whatsoever,
any remaining Collateral held by the Collateral Agent to or on the order of the
Company. The Collateral Agent shall also execute and deliver to the Company upon
such termination or release of Collateral such Uniform Commercial Code
termination statements and such other documentation and take such other actions
as shall be reasonably requested by, and at the expense of, the Company to
effect, or in connection with, the termination and release of the Liens on the
Collateral.


                                       17


         IN WITNESS WHEREOF, the parties hereto have caused this Collateral
Agency and Intercreditor Agreement to be duly executed and delivered as of the
day and year first above written.

                                                NATIONAL ENERGY & GAS
                                                TRANSMISSION, INC.



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



                                                THE BANK OF NEW YORK,
                                                  as Collateral Agent



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



                                                THE BANK OF NEW YORK,
                                                  as Tranche A Trustee



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



                                                WILMINGTON TRUST COMPANY,
                                                  as Tranche B Trustee



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




                                       18