GENLYTE GROUP INC
EXHIBIT 10(A)
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>a2073389zex-10_a.txt
<DESCRIPTION>EXHIBIT 10(A)
<TEXT>
<Page>

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           THE INDUSTRIAL DEVELOPMENT BOARD OF WHITE COUNTY, TENNESSEE

                                       AND

                            GENLYTE THOMAS GROUP, LLC

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

                                 LEASE AGREEMENT

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

                          Dated as of September 1, 2001

                  The interest of THE INDUSTRIAL DEVELOPMENT BOARD OF WHITE
COUNTY, TENNESSEE (the "Issuer") in this Lease Agreement has been assigned
(except for "Reserved Rights" defined in this Lease Agreement) pursuant to the
Indenture of Trust dated as of the date hereof from the Issuer to SUNTRUST BANK,
as trustee (the "Trustee"), and is subject to the security interest of the
Trustee thereunder.

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                                 LEASE AGREEMENT

                                TABLE OF CONTENTS

(This Table of Contents is not a part of the Lease Agreement and is only for
convenience of reference.)

<Table>
<S>                 <C>                                                                                      <C>
ARTICLE I.          DEFINITIONS...............................................................................2

         Section 1.1    Definitions...........................................................................2

         Section 2.2    Representations, Covenants and Warranties of the Company..............................4

         Section 2.3    Tax-Exempt Status of the Bonds........................................................5

         Section 2.4    Notice of Determination of Taxability.................................................5

ARTICLE III.        ACQUISITION AND CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS........................6

         Section 3.1    Agreement to Acquire, Construct, Improve and Equip theProject.........................6

         Section 3.2    Agreement to Issue the Bonds; Application of Bond Proceeds............................6

         Section 3.3    Disbursements from the Project Fund...................................................6

         Section 3.4    Furnishing Documents to the Trustee...................................................6

         Section 3.5    Establishment of Completion Date......................................................6

         Section 3.6    Company Required to Pay in Event Project Fund Insufficient............................7

         Section 3.7    Special Arbitrage Certifications......................................................8

ARTICLE IV.         LEASE PROVISIONS; SUBSTITUTE CREDIT FACILITY............................................. 9

         Section 4.1    Lease of Project......................................................................9

         Section 4.2    Amounts Payable.......................................................................9

         Section 4.3    Obligations of Company Unconditional.................................................10

         Section 4.4    Substitute Credit Facility...........................................................10

         Section 4.5    Operation and Maintenance of Project by the Company..................................11

         Section 4.6    Taxes and Governmental and Utility Charges...........................................12

         Section 4.7    Provisions Respecting Insurance......................................................12

         Section 4.8    Termination..........................................................................12

ARTICLE V.          PREPAYMENT AND REDEMPTION................................................................13

         Section 5.1    Prepayment and Redemption............................................................13

ARTICLE VI.         SPECIAL COVENANTS........................................................................14
</Table>

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<Table>
<S>                 <C>                                                                                      <C>
         Section 6.1    No Warranty of Condition or Suitability by Issuer....................................14

         Section 6.2    Access to the Project................................................................14

         Section 6.3    Further Assurances and Corrective Instruments........................................14

         Section 6.4    Issuer and Company Representatives...................................................14

         Section 6.5    Financing Statements.................................................................14

         Section 6.6    Covenant to Provide Ongoing Disclosure...............................................15

         Section 6.7    Notice of Control....................................................................15

ARTICLE VII.        ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION; REDEMPTION................................16

         Section 7.1    Assignment, Selling and Leasing......................................................16

         Section 7.2    Release and Indemnification Covenants................................................16

         Section 7.3    Issuer to Grant Security Interest to Trustee.........................................17

         Section 7.4    Indemnification of Trustee...........................................................17

ARTICLE VIII.       DEFAULTS AND REMEDIES....................................................................18

         Section 8.1    Defaults Defined.....................................................................18

         Section 8.2    Remedies on Default..................................................................19

         Section 8.3    No Remedy Exclusive..................................................................19

         Section 8.4    Agreement to Pay Attorneys' Fees and Expenses........................................20

         Section 8.5    No Additional Waiver Implied by One Waiver...........................................20

ARTICLE IX.         MISCELLANEOUS............................................................................21

         Section 9.1    Term of Agreement....................................................................21

         Section 9.2    Notices..............................................................................21

         Section 9.3    Binding Effect.......................................................................22

         Section 9.4    Severability.........................................................................22

         Section 9.5    Amounts Remaining in Funds...........................................................22

         Section 9.6    Amendments, Changes and Modifications................................................23

         Section 9.7    Execution in Counterparts............................................................23

         Section 9.8    Applicable Law.......................................................................23

         Section 9.9    Captions.............................................................................23

ARTICLE X.          PAYMENTS IN LIEU OF TAXES................................................................24

         Section 10.1   Payment in Lieu of Taxes.............................................................24
</Table>

                                       ii
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EXHIBIT A - Project Description
EXHIBIT B - Form of Requisition

                                       iii
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                                 LEASE AGREEMENT

          THIS LEASE AGREEMENT, dated as of September 1, 2001, between THE
INDUSTRIAL DEVELOPMENT BOARD OF WHITE COUNTY, TENNESSEE, a nonprofit corporation
created and existing under the Constitution and Laws of the State of Tennessee
(the "Issuer") and GENLYTE THOMAS GROUP, LLC, a limited liability company
organized and existing under the laws of the State of Delaware (the "Company");

                              W I T N E S S E T H:

          That the parties hereto, intending to be legally bound hereby, and for
and in consideration of the premises and the mutual covenants hereinafter
contained, do hereby covenant, agree and bind themselves as follows: provided,
that any obligation of the Issuer created by or arising out of this Agreement
shall never constitute a debt or a pledge of the faith and credit or the taxing
power of the Issuer or any political subdivision or taxing district of the State
of Tennessee but shall be payable solely out of the Trust Estate (as defined in
the Indenture), anything herein contained to the contrary by implication or
otherwise notwithstanding:

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                                   ARTICLE I.

                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS.

             All capitalized, undefined terms used herein shall have the same
meanings as used in ARTICLE I of the hereinafter defined Indenture. In addition,
the following words and phrases shall have the following meanings:

             "COST" with respect to the Project shall be deemed to include all
items permitted to be financed under the provisions of the Code and the Act.

             "DEFAULT" means any Default under this Agreement as specified in
and defined by SECTION 8.1 hereof.

             "INDENTURE" means the Indenture of Trust dated as of this date
between the Issuer and the Trustee, pursuant to which the Bonds are authorized
to be issued, and any amendments and supplements thereto.

             "ISSUANCE COSTS" means all costs that are treated as costs of
issuing or carrying the Bonds under existing Treasury Department regulations and
rulings, including, but not limited to, (a) underwriter's spread (whether
realized directly or derived through purchase of the Bonds at a discount below
the price at which they are expected to be sold to the public); (b) counsel fees
(including bond counsel, underwriter's counsel, Issuer's counsel and Company
counsel, as well as any other specialized counsel fees incurred in connection
with the issuance of the Bonds); (c) financial advisory fees incurred in
connection with the issuance of the Bonds; (d) rating agency fees; (e) Trustee
fees incurred in connection with the issuance of the Bonds; (f) paying agent and
certifying and authenticating agent fees related to issuance of the Bonds; (g)
accountant fees related to the issuance of the Bonds; (h) printing costs of the
Bonds and of the preliminary and final offering materials; (i) publication costs
associated with the financing proceedings; and (j) costs of engineering and
feasibility studies necessary to the issuance of the Bonds; provided, that bond
insurance premiums and certain credit enhancement fees, to the extent treated as
interest expense under applicable regulations, shall not be treated as "Issuance
Costs."

             "NET PROCEEDS" means the proceeds of the Bonds reduced by amounts
in a reasonably required reserve or replacement fund.

             "PROJECT" means the facilities described in EXHIBIT "A" hereto.

             "QUALIFIED PROJECT COSTS" means Costs and expenses of the Project
which constitute land costs or costs for property of a character subject to the
allowance for depreciation excluding specifically working capital and inventory
costs, provided, however, that (i) costs or expenses paid more than sixty (60)
days prior to the adoption by the Issuer of its resolution on June 7, 2001,
declaring its intent to reimburse Project expenditures with Bond proceeds, shall
not be deemed to be Qualified Project Costs; (ii) Issuance Costs shall not be
deemed to be Qualified

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Project Costs; (iii) interest during the Construction Period shall be allocated
between Qualified Project Costs and other Costs and expenses to be paid from the
proceeds of the Bonds; (iv) interest following the Construction Period shall not
constitute a Qualified Project Cost; (v) letter of credit fees and municipal
bond insurance premiums which represent a transfer of credit risk shall be
allocated between Qualified Project Costs and other costs and expenses to be
paid from the proceeds of the Bonds; and (vi) letter of credit fees and
municipal bond insurance premiums which do not represent a transfer of credit
risk shall not constitute Qualified Project Costs.

             "REQUISITION" means a written request for a disbursement from the
Project Fund, signed by a Company Representative, substantially in the form
attached hereto as EXHIBIT "B" and satisfactorily completed as contemplated by
said form.

             "RESERVED RIGHTS" means amounts payable to the Issuer under
SECTIONS 4.2(b), 7.2 AND 8.4 hereof.

             "STATE" means the State of Tennessee.

             "TERM OF AGREEMENT" means the term of this Agreement as specified
in SECTION 9.1 hereof.

     SECTION 1.2 USES OF PHRASES.

             Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless the context
shall otherwise indicate, the words "Bond," "Bondholder," "Owner," "registered
owner" and "person" shall include the plural as well as the singular number, and
the word "person" shall include corporations and associations, including public
bodies, as well as persons. Any percentage of Bonds, specified herein for any
purpose, is to be figured on the unpaid principal amount thereof then
Outstanding. All references herein to specific Sections of the Code refer to
such Sections of the Code and all successor or replacement provisions thereto.

                                        3
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                                   ARTICLE II.

                    REPRESENTATIONS, COVENANTS AND WARRANTIES

      SECTION 2.1 REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE ISSUER.

             The Issuer represents, covenants and warrants that:

            (a) The Issuer is a nonprofit corporation. Under the provisions of
     the Act, the Issuer is authorized to enter into the transactions
     contemplated by this Agreement and the Indenture and to carry out its
     obligations hereunder and thereunder. The Issuer has been duly authorized
     to execute and deliver this Agreement and the Indenture.

            (b) The Issuer covenants that it will not pledge the amounts
     derived from this Agreement other than as contemplated by the Indenture.

     SECTION 2.2 REPRESENTATIONS, COVENANTS AND WARRANTIES OF THE COMPANY.

            The Company represents, covenants and warrants that:

            (a) The Company is a limited liability company duly organized and
     validly existing under the laws of the State of Delaware. The Company is
     not in violation of any provision of its Articles of Formation, as amended,
     has the corporate power to enter into this Agreement, and has duly
     authorized the execution and delivery of this Agreement, and is qualified
     to do business and is in good standing under the laws of the State.

            (b) The Company agrees that during the Term of Agreement it will
     maintain its existence, will not dissolve or otherwise dispose of all or
     substantially all of its assets and will not consolidate with or merge into
     another legal entity or permit one or more other legal entities to
     consolidate with or merge into it, without the prior written consent of the
     Credit Provider (during any Credit Facility Period) and the Trustee (during
     any Interest Period that is not a Credit Facility Period).

            (c) Neither the execution and delivery of this Agreement or the
     Remarketing Agreement, nor the consummation of the transactions
     contemplated hereby and thereby, nor the fulfillment of or compliance with
     the terms and conditions hereof or thereof conflicts with or results in a
     breach of the terms, conditions, or provisions of any agreement or
     instrument to which the Company is now a party or by which the Company is
     bound, or constitutes a default under any of the foregoing, or results in
     the creation or imposition of any lien, charge or encumbrance whatsoever
     upon any of the property or assets of the Company under the terms of any
     such instrument or agreement.

            (d) There is no action, suit, proceeding, inquiry or investigation,
     at law or in equity, before or by any court, public board or body, known to
     be pending or threatened against or affecting the Company, nor to the best
     knowledge of the Company is there any basis therefor, wherein an
     unfavorable decision, ruling, or finding would materially adversely affect
     the transactions contemplated by this Agreement or which would

                                        4
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     adversely affect, in any way, the validity or enforceability of the Bonds,
     this Agreement, the Credit Facility, the Remarketing Agreement, or any
     agreement or instrument to which the Company is a party, used or
     contemplated for use in the consummation of the transactions contemplated
     hereby.

            (e) The Project is of the type authorized and permitted by the Act,
     and its estimated Cost is not less than $5,000,000.

            (f) The proceeds from the sale of the Bonds will be used only for
     payment of Costs of the Project.

            (g) The Company will use due diligence to cause the Project to be
     operated in accordance with the laws, rulings, regulations and ordinances
     of the State and the departments, agencies and political subdivisions
     thereof. The Company has obtained or caused to be obtained all requisite
     approvals of the State and of other federal, state, regional and local
     governmental bodies for the acquisition, construction, improving and
     equipping of the Project.

            (h) The Company will fully and faithfully perform all the duties
     and obligations which the Issuer has covenanted and agreed in the Indenture
     to cause the Company to perform and any duties and obligations which the
     Company is required in the Indenture to perform. The foregoing shall not
     apply to any duty or undertaking of the Issuer which by its nature cannot
     be delegated or assigned.

            (i) The issuance of the Bonds by the Issuer and the use of the
     proceeds thereof to enable the Company to acquire, construct and install
     the Project have induced the Company to continue to locate the Project in
     White County, Tennessee which will directly result in an increase in
     employment opportunities in White County, Tennessee.

            (j) The Company does not "control" the Credit Provider, either
     directly or indirectly through one or more controlled companies, within the
     meaning of Section 2(a)(9) of the Investment Company Act of 1940.

     SECTION 2.3 TAX-EXEMPT STATUS OF THE BONDS.

            The Company hereby represents, warrants and agrees that the Tax
Certificate and Compliance Agreement executed and delivered by the Company
concurrently with the issuance and delivery of the Bonds is true, accurate and
complete in all material respects as of the date on which executed and
delivered.

     SECTION 2.4 NOTICE OF DETERMINATION OF TAXABILITY.

            Promptly after the Company first becomes aware of any Determination
of Taxability, the Company shall give written notice thereof to the Issuer and
the Trustee.

                                        5
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                                  ARTICLE III.

                          ACQUISITION AND CONSTRUCTION
                                 OF THE PROJECT;
                              ISSUANCE OF THE BONDS

     SECTION 3.1 AGREEMENT TO ACQUIRE, CONSTRUCT, IMPROVE AND EQUIP THE PROJECT.

            The Company agrees to make all contracts and do all things
necessary for the acquisition, construction, improving, and equipping of the
Project. The Company further agrees that it will acquire, construct, improve,
and equip the Project with all reasonable dispatch and use its best efforts to
cause acquisition, construction, improving and equipping of the Project to be
completed by March 1, 2003, or as soon thereafter as may be practicable, delays
caused by force majeure as defined in SECTION 8.1 hereof only excepted; but if
for any reason such acquisition, construction, improving and equipping is not
completed by said date there shall be no resulting liability on the part of the
Company and no diminution in or postponement of the payments required in SECTION
4.2 hereof to be paid by the Company.

     SECTION 3.2 AGREEMENT TO ISSUE THE BONDS; APPLICATION OF BOND PROCEEDS.

            In order to provide funds for the payment of the Cost of the
Project, the Issuer, concurrently with the execution of this Agreement, will
issue, sell, and deliver the Bonds and deposit the net proceeds thereof with the
Trustee in the Project Fund.

     SECTION 3.3 DISBURSEMENTS FROM THE PROJECT FUND.

            The Issuer has, in the Indenture, authorized and directed the
Trustee to make disbursements from the Project Fund to pay the Costs of the
Project, or to reimburse the Company for any Cost of the Project paid by the
Company. The Trustee shall not make any disbursement from the Project Fund until
the Company shall have provided the Trustee with a Requisition.

     SECTION 3.4 FURNISHING DOCUMENTS TO THE TRUSTEE.

            The Company agrees to cause such Requisitions to be directed to the
Trustee as may be necessary to effect payments out of the Project Fund in
accordance with SECTION 3.3 hereof.

     SECTION 3.5 ESTABLISHMENT OF COMPLETION DATE.

            (a) The Completion Date shall be evidenced to the Issuer and the
     Trustee by a certificate signed by a Company Representative stating that,
     except for amounts retained by the Trustee at the Company's direction to
     pay any Cost of the Project not then due and payable, (i) construction of
     the Project has been completed and all costs of labor, services, materials
     and supplies used in such construction have been paid, (ii) all equipment
     for the Project has been installed, such equipment so installed is suitable
     and sufficient for the operation of the Project, and all costs and expenses
     incurred in the

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     acquisition and installation of such equipment have been paid, and (iii)
     all other facilities necessary in connection with the Project have been
     acquired, constructed, improved, and equipped and all costs and expenses
     incurred in connection therewith have been paid. Notwithstanding the
     foregoing, such certificate shall state that it is given without prejudice
     to any rights against third parties which exist at the date of such
     certificate or which may subsequently come into being. Forthwith upon
     completion of the acquisition, construction, improving, and equipping of
     the Project, the Company agrees to cause such certificate to be furnished
     to the Trustee. Upon receipt of such certificate, the Trustee shall retain
     in the Project Fund a sum equal to the amounts necessary for payment of the
     Costs of the Project not then due and payable according to such
     certificate. If any such amounts so retained are not subsequently used,
     prior to any transfer of said amounts to the General Account of the Bond
     Fund as provided below, the Trustee shall give notice to the Company of the
     failure to apply said funds for payment of the Costs of the Project. Any
     amount not to be retained in the Project Fund for payment of the Costs of
     the Project, and all amounts so retained but not subsequently used, shall
     be transferred by the Trustee into the General Account of the Bond Fund.

            (b) If at least ninety-five percent (95%) of the Net Proceeds of
     the Bonds have not been used to pay Qualified Project Costs, any amount
     (exclusive of amounts retained by the Trustee in the Project Fund for
     payment of Costs of the Project not then due and payable) remaining in the
     Project Fund shall be transferred by the Trustee into the General Account
     of the Bond Fund and used by the Trustee (a) to redeem, or to cause the
     redemption of, Bonds on the earliest redemption date permitted by the
     Indenture without a premium, (b) to purchase Bonds on the open market prior
     to such redemption date at prices not in excess of one hundred percent
     (100%) of the principal amount of such Bonds, or (c) for any other purpose
     provided that the Trustee is furnished with an opinion of Bond Counsel to
     the effect that such use is lawful under the Act and will not require that
     interest on the Bonds be included in gross income for federal income tax
     purposes. Until used for one or more of the foregoing purposes, such
     segregated amount may be invested as permitted by the Indenture provided
     that prior to any such investment the Trustee is provided with an opinion
     of Bond Counsel to the effect that such investment will not require that
     interest on the Bonds be included in gross income for federal income tax
     purposes.

     SECTION 3.6 COMPANY REQUIRED TO PAY IN EVENT PROJECT FUND INSUFFICIENT.

            In the event the moneys in the Project Fund available for payment
of the Costs of the Project should not be sufficient to pay the Costs of the
Project in full, the Company agrees to complete the Project and to pay that
portion of the Costs of the Project in excess of the moneys available therefor
in the Project Fund, The Issuer does not make any warranty, either express or
implied, that the moneys paid into the Project Fund and available for payment of
the Costs of the Project will be sufficient to pay all of the Costs of the
Project. The Company agrees that if after exhaustion of the moneys in the
Project Fund, the Company should pay any portion of the Costs of the Project
pursuant to the provisions of this Section, the Company shall not be entitled to
any reimbursement therefor from the Issuer, the Trustee or the Owners of any of
the Bonds, nor shall the Company be entitled to any diminution of the amounts
payable under Section 4.2 hereof.

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     SECTION 3.7 SPECIAL ARBITRAGE CERTIFICATIONS.

            The Company and the Issuer covenant not to cause or direct any
moneys on deposit in any fund or account to be used in a manner which would
cause the Bonds to be classified as "arbitrage bonds" within the meaning of
Section 148 of the Code, and the Company certifies and covenants to and for the
benefit of the Issuer and the Owners of the Bonds that so long as there are any
Bonds Outstanding, moneys on deposit in any fund or account in connection with
the Bonds, whether such moneys were derived from the proceeds of the sale of the
Bonds or from any other sources, will not be used in a manner which will cause
the Bonds to be classified as "arbitrage bonds" within the meaning of Section
148 of the Code.

                                        8
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                                   ARTICLE IV.

                          LEASE PROVISIONS; SUBSTITUTE
                                 CREDIT FACILITY

     SECTION 4.1 LEASE OF PROJECT.

            The Issuer agrees, upon the terms and conditions contained in this
Agreement and the Indenture, to lease the Project to the Company. The Issuer
authorizes the Company to utilize the proceeds received by the Issuer from the
sale of the Bonds for the construction, acquisition and equipping of the
Project. Such proceeds shall be disbursed on behalf of the Issuer to the Company
as provided in SECTION 3.3 hereof. The Issuer shall be vested with title to the
Project subject to the terms of this Agreement.

     SECTION 4.2 AMOUNTS PAYABLE.

            (a) The Company hereby covenants and agrees to pay rent, as
     follows: on or before any Interest Payment Date for the Bonds or any other
     date that any payment of interest, premium, if any, or principal or
     Purchase Price is required to be made in respect of the Bonds pursuant to
     the Indenture, until the principal of, premium, if any, and interest on the
     Bonds shall have been fully paid or provision for the payment thereof shall
     have been made in accordance with the Indenture, in immediately available
     funds, a sum which, together with any other moneys available for such
     payment in any account of the Bond Fund, will enable the Trustee to pay the
     amount payable on such date as Purchase Price or principal of (whether at
     maturity or upon redemption or acceleration or otherwise), premium, if any,
     and interest on the Bonds as provided in the Indenture; provided, however,
     that the obligation of the Company to make any payment hereunder shall be
     deemed satisfied and discharged to the extent of the corresponding payment
     made by the Credit Provider to the Trustee under the Credit Facility.

            It is understood and agreed that all payments payable by the
     Company under subsection (a) of this SECTION 4.2 are assigned by the Issuer
     to the Trustee for the benefit of the Owners of the Bonds. The Company
     assents to such assignment. The Issuer hereby directs the Company and the
     Company hereby agrees to pay to the Trustee at the Principal Office of the
     Trustee all payments payable by the Company pursuant to this subsection.

            (b) The Company will also pay the reasonable expenses of the Issuer
     related to the issuance of the Bonds and incurred upon the written request
     of the Company.

            (c) The Company will also pay the reasonable fees and expenses of
     the Trustee under the Indenture and all other amounts which may be payable
     to the Trustee under SECTION 10.2 of the Indenture, such amounts to be paid
     directly to the Trustee for the Trustee's own account as and when such
     amounts become due and payable.

            (d) The Company covenants, for the benefit of the Owners of the
     Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be
     necessary to enable the Trustee

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     to pay the Purchase Price of Bonds delivered to it for purchase, all as
     more particularly described in SECTIONS 4.01 AND 4.02 of the Indenture;
     PROVIDED, however, that the obligation of the Company to make any such
     payment under this SECTION 4.2(d) shall be reduced by the amount of moneys
     available for such payment described in SECTION 4.03(a) of the Indenture;
     and PROVIDED, FURTHER, that the obligation of the Company to make any
     payment under this subsection (d) shall be deemed to be satisfied and
     discharged to the extent of the corresponding payment made by the Credit
     Provider under the Credit Facility.

            (e) In the event the Company should fail to make any of the
     payments required in this SECTION 4.2, the item or installment so in
     default shall continue as an obligation of the Company until the amount in
     default shall have been fully paid, and the Company agrees to pay the same
     with interest thereon, to the extent permitted by law, from the date when
     such payment was due, at the rate of interest borne by the Bonds.

     SECTION 4.3 OBLIGATIONS OF COMPANY UNCONDITIONAL.

            The obligations of the Company to make the payments required in
Section 4.2 and to perform and observe the other agreements contained herein
shall be absolute and unconditional and shall not be subject to any defense or
any right of setoff, counterclaim or recoupment arising out of any breach by the
Issuer or the Trustee of any obligation to the Company, whether hereunder or
otherwise, or out of any indebtedness or liability at any time owing to the
Company by the Issuer or the Trustee, and, until such time as the principal of,
premium, if any, and interest on the Bonds shall have been fully paid or
provision for the payment thereof shall have been made in accordance with the
Indenture, the Company (i) will not suspend or discontinue any payments provided
for in SECTION 4.2 hereof, (ii) will perform and observe all other agreements
contained in this Agreement and (iii) except as otherwise provided herein, will
not terminate the Term of Agreement for any cause, including, without limiting
the generality of the foregoing, failure of the Company to complete the
acquisition, construction, improving and equipping of the Project, the
occurrence of any acts or circumstances that may constitute failure of
consideration, eviction or constructive eviction, destruction of or damage to
the Project, the taking by eminent domain of title to or temporary use of any or
all of the Project, commercial frustration of purpose, any change in the tax or
other laws of the United States of America or of the State or any political
subdivision of either thereof or any failure of the Issuer or the Trustee to
perform and observe any agreement, whether express or implied, or any duty,
liability or obligation arising out of or connected with this Agreement. Nothing
contained in this Section shall be construed to release the Issuer from the
performance of any of the agreements on its part herein contained, and in the
event the Issuer or the Trustee should fail to perform any such agreement on its
part, the Company may institute such action against the Issuer or the Trustee as
the Company may deem necessary to compel performance so long as such action does
not abrogate the obligations of the Company contained in the first sentence of
this Section.

     SECTION 4.4 SUBSTITUTE CREDIT FACILITY.

            Subject to the conditions set forth in this SECTION 4.4, the
Company may provide for the delivery to the Trustee of a Substitute Credit
Facility. The Company shall furnish written

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notice to the Trustee, not less than twenty (20) days prior to the Mandatory
Purchase Date, (a) notifying the Trustee that the Company is exercising its
option to provide for the delivery of a Substitute Credit Facility to the
Trustee, (b) setting forth the Mandatory Purchase Date in connection with the
delivery of such Substitute Credit Facility, which shall in any event be an
Interest Payment Date that is not less than two (2) Business Days prior to the
expiration date of the Credit Facility then in effect with respect to the Bonds,
and (c) instructing the Trustee to furnish notice to the Bondholders regarding
the Mandatory Purchase Date at least fifteen days prior to the Mandatory
Purchase Date, as more fully described in SECTION 4.1(b) of the Indenture and
Exhibit "B" thereto. Any Substitute Credit Facility shall be delivered to the
Trustee prior to such Mandatory Purchase Date, shall be effective on and after
such Mandatory Purchase Date, and shall expire on a date which is fifteen days
after an Interest Payment Date for the Bonds. On or before the date of such
delivery of a Substitute Credit Facility to the Trustee, the Company shall
furnish to the Trustee (a) a written opinion of Bond Counsel stating that the
delivery of such Substitute Credit Facility will not adversely affect the
exclusion from gross income of interest on the Bonds for federal income tax
purposes; and (b) a written opinion of counsel to the Substitute Credit Provider
to the effect that the Substitute Credit Facility is a legal, valid, binding and
enforceable obligation of the Substitute Credit Provider in accordance with its
terms.

     SECTION 4.5 OPERATION AND MAINTENANCE OF PROJECT BY THE COMPANY.

            The Company agrees that this Lease is a net lease and that at all
times during the term of this Agreement, the Company will operate, maintain,
preserve and keep the Project or cause the Project to be maintained, preserved
and kept, with the appurtenances and every part and parcel thereof, in good
repair, working order and condition (ordinary wear and tear, condemnation,
replacement and casualty excepted), and that the Company will from time to time
make or cause to be made all repairs, replacements and renewals deemed proper
and necessary by it. Issuer shall have no responsibility in any of the matters
or for the making of improvements or additions to the Project or for any
operational expenses with respect thereto.

     SECTION 4.6 TAXES AND GOVERNMENTAL AND UTILITY CHARGES.

            The Company will pay or cause to be paid, during the term of this
Lease Agreement, as the same respectively become due, all taxes and governmental
charges of any kind whatsoever that may at any time be lawfully assessed or
levied against or with respect to the Project or any part thereof, including,
without limiting the generality of the foregoing, all ad valorem taxes levied
against the Project and any other taxes levied upon the Project. Notwithstanding
the foregoing, the Company may, at the Company's expense and in its name, in
good faith, contest any such taxes, assessments or other charges, and, in the
event of any such contest, may permit the taxes, assessments or other charges so
contested to remain unpaid during the period of such contest and any appeal
therefrom.

     SECTION 4.7 PROVISIONS RESPECTING INSURANCE.

            Company agrees to maintain all necessary insurance with respect to
the Project in accordance with its customary insurance practices.

                                       11
<Page>

     SECTION 4.8 TERMINATION.

             When no Bonds are outstanding, the Company and the Issuer will not
have any further obligations under this Agreement. The final payment on the
Bonds by the Company will constitute an exercise of its option to purchase the
Project and, upon such payment and upon the request of the Company, the Issuer
will convey to the Company (or its assignee) title (and all other rights, title
and interest held by the Issuer) to the Project (but shall not be obligated to
give or convey any better title) than the Issuer received when the Bonds were
issued) and the Company (or such assignee) will pay all costs and expenses,
including transfer fees, if any, arising out of such conveyance.

                                       12
<Page>

                                   ARTICLE V.

                            PREPAYMENT AND REDEMPTION

     SECTION 5.1 PREPAYMENT AND REDEMPTION.

            The Company shall have the option to prepay its obligations
hereunder at the times and in the amounts as necessary to exercise its option to
cause the Bonds to be redeemed as set forth in the Indenture and in the Bonds.
The Company hereby agrees that it shall prepay its obligations hereunder at the
times and in the amounts as necessary to accomplish the mandatory redemption of
the Bonds as set forth in the Indenture and in the Bonds. The Issuer, at the
request of the Company, shall forthwith take all steps (other than the payment
of the money required for such redemption) necessary under the applicable
redemption provisions of the Indenture to effect redemption of all or part of
the Outstanding Bonds, as may be specified by the Company, on the date
established for such redemption.

                                       13
<Page>

                                   ARTICLE VI.

                                SPECIAL COVENANTS

         SECTION 6.1 NO WARRANTY OF CONDITION OR SUITABILITY BY ISSUER.

            THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE
PROJECT OR THE CONDITION THEREOF, OR THAT THE PROJECT WILL BE SUITABLE FOR THE
PURPOSES OR NEEDS OF THE COMPANY. THE ISSUER MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE TO THE PROJECT, THAT THE
COMPANY WILL HAVE QUIET AND PEACEFUL POSSESSION OF THE PROJECT. THE ISSUER MAKES
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS
SUITABILITY FOR THE COMPANY'S PURPOSES.

     SECTION 6.2 ACCESS TO THE PROJECT.

            The Company agrees that the Issuer, the Credit Provider, the Trustee
and their duly authorized agents, attorneys, experts, engineers, accountants and
representatives shall have the right to inspect the Project at all reasonable
times and on reasonable notice. The Issuer, the Credit Provider, the Trustee and
their duly authorized agents shall also be permitted, at all reasonable times,
to examine the books and records of the Company with respect to the Project.

     SECTION 6.3 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS.

            The Issuer and the Company agree that they will, from time to time,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such supplements hereto and such further instruments as may
reasonably be required for carrying out the expressed intention of this
Agreement.

     SECTION 6.4 ISSUER AND COMPANY REPRESENTATIVES.

            Whenever under the provisions of this Agreement the approval of the
Issuer or the Company is required or the Issuer or the Company is required to
take some action at the request of the other, such approval or such request
shall be given for the Issuer by an Issuer Representative and for the Company by
a Company Representative. The Trustee shall be authorized to act on any such
approval or request.

     SECTION 6.5 FINANCING STATEMENTS.

            The Company agrees to execute and file or cause to be executed and
filed any and all financing statements or amendments thereof or continuation
statements necessary to perfect and continue the perfection of the security
interests granted in the Indenture. The Company shall pay all costs of filing
such instruments.

                                       14
<Page>

     SECTION 6.6 COVENANT TO PROVIDE ONGOING DISCLOSURE.

            The Company hereby covenants and agrees that, upon the exercise by
the Company of the Conversion Option to elect a Long Term Period or a Commercial
Paper Period, the Company shall enter into a written undertaking for the benefit
of the holders of the Bonds, as required by Section (b)(5)(i) of Securities and
Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as
amended (17 CFR Part 240, Section.240.15c2-12) (the "Rule"); provided, however,
that the Company shall not be obligated to enter into such written undertaking
if the Company shall furnish to the Trustee, prior to the exercise of the
Conversion Option, an opinion of Bond Counsel that, notwithstanding such
election by the Company, the Rule is not applicable to the Bonds.

     SECTION 6.7 NOTICE OF CONTROL.

            The Company shall provide written notice to the Trustee and the
Remarketing Agent thirty days prior to the consummation of any transaction that
would result in the Company controlling the Credit Provider or being controlled
by the Credit Provider within the meaning of Section 2(a)(9) of the Investment
Company Act of 1940.

                                       15
<Page>

                                  ARTICLE VII.

                          ASSIGNMENT, SELLING, LEASING;
                           INDEMNIFICATION; REDEMPTION

     SECTION 7.1 ASSIGNMENT, SELLING AND LEASING.

            This Agreement may be assigned and the Project may be sold or
subleased, as a whole or in part, with the prior written consent of the Credit
Provider, but without the necessity of obtaining the consent of either the
Issuer or the Trustee; PROVIDED, however, that no such assignment, sale or lease
shall, in the opinion of Bond Counsel, result in interest on any of the Bonds
becoming includable in gross income for federal income tax purposes, or shall
otherwise violate any provisions of the Act; PROVIDED FURTHER, however, that no
such assignment, sale or lease shall relieve the Company of any of its
obligations under this Agreement.

     SECTION 7.2 RELEASE AND INDEMNIFICATION COVENANTS.

            (a) The Company shall and hereby agrees to indemnify and save the
     Issuer and the Trustee harmless against and from all claims by or on behalf
     of any person, firm, corporation or other legal entity arising from the
     conduct or management of, or from any work or thing done on, the Project
     during the Term of Agreement, including without limitation, (i) any
     condition of the Project, (ii) any breach or default on the part of the
     Company in the performance of any of its obligations under this Agreement,
     (iii) any act or negligence of the Company or of any of its agents,
     contractors, servants, employees or licensees or (iv) any act or negligence
     of any assignee or lessee of the Company, or of any agents, contractors,
     servants, employees or licensees of any assignee or lessee of the Company.
     The Company shall indemnify and save the Issuer and the Trustee harmless
     from any such claim arising as aforesaid, or in connection with any action
     or proceeding brought thereon, and upon notice from the Issuer or the
     Trustee, the Company shall defend them or either of them in any such action
     or proceeding.

            (b) Notwithstanding the fact that it is the intention of the
     parties hereto that the Issuer shall not incur any pecuniary liability by
     reason of the terms of this Agreement or the undertakings required of the
     Issuer hereunder, by reason of the issuance of the Bonds, by reason of the
     execution of the Indenture or by reason of the performance of any act
     requested of the Issuer by the Company, including all claims, liabilities
     or losses arising in connection with the violation of any statutes or
     regulation pertaining to the foregoing; nevertheless, if the Issuer should
     incur any such pecuniary liability, then in such event the Company shall
     indemnify and hold the Issuer harmless against all claims, demands or
     causes of action whatsoever, by or on behalf of any person, firm or
     corporation or other legal entity arising out of the same or out of any
     offering statement or lack of offering statement in connection with the
     sale or resale of the Bonds and all costs and expenses incurred in
     connection with any such claim or in connection with any action or
     proceeding brought thereon, and upon notice from the Issuer, the Company
     shall defend the Issuer in any such action or proceeding. All references to
     the Issuer in this

                                       16
<Page>

     SECTION 7.2 shall be deemed to include its commissioners, directors,
     officers, employees, and agents.

            Notwithstanding anything to the contrary contained herein, the
Company shall have no liability to indemnify the Issuer against claims or
damages resulting from the Issuer's own gross negligence or willful misconduct.

     SECTION 7.3 ISSUER TO GRANT SECURITY INTEREST TO TRUSTEE.

            The parties hereto agree that pursuant to the Indenture, the Issuer
shall assign to the Trustee, in order to secure payment of the Bonds, all of the
Issuer's right, title and interest in and to this Agreement, except for Reserved
Rights.

     SECTION 7.4 INDEMNIFICATION OF TRUSTEE.

            The Company shall and hereby agrees to indemnify the Trustee for,
and hold the Trustee harmless against, any loss, liability or expense (including
the costs and expenses of defending against any claim of liability) incurred
without gross negligence or willful misconduct by the Trustee and arising out of
or in connection with its acting as Trustee under the Indenture.

                                       17
<Page>

                                  ARTICLE VIII.

                              DEFAULTS AND REMEDIES

     SECTION 8.1 DEFAULTS DEFINED.

            The following shall be "Defaults" under this Agreement and the term
"Default" shall mean, whenever it is used in this Agreement, any one or more of
the following events:

            (a) Failure by the Company to pay any amount required to be paid
     under SECTION 4.2(a) OR (d) hereof.

            (b) Failure by the Company to observe and perform any covenant,
     condition or agreement on its part to be observed or performed, other than
     as referred to in SECTION 8.1(a) hereof, for a period of thirty (30) days
     after written notice specifying such failure and requesting that it be
     remedied shall have been given to the Company by the Issuer or the Trustee,
     unless the Issuer and the Trustee shall agree in writing to an extension of
     such time prior to its expiration; PROVIDED, however, if the failure stated
     in the notice cannot be corrected within the applicable period, the Issuer
     and the Trustee will not unreasonably withhold their consent to an
     extension of such time if corrective action is instituted by the Company
     within the applicable period and diligently pursued until such failure is
     corrected.

            (c) The dissolution or liquidation of the Company, except as
     authorized by hereof, or the voluntary initiation by the Company of any
     proceeding under any federal or state law relating to bankruptcy,
     insolvency, arrangement, reorganization, readjustment of debt or any other
     form of debtor relief, or the initiation against the Company of any such
     proceeding which shall remain undismissed for sixty (60) days, or failure
     by the Company to promptly have discharged any execution, garnishment or
     attachment of such consequence as would impair the ability of the Company
     to carry on its operations at the Project, or assignment by the Company for
     the benefit of creditors, or the entry by the Company into an agreement of
     composition with its creditors or the failure generally by the Company to
     pay its debts as they become due.

            (d) The occurrence of a Default under the Indenture.

The provisions of subsection (b) of this Section are subject to the following
limitation: if by reason of FORCE MAJEURE the Company is unable in whole or in
part to carry out any of its agreements contained herein (other than its
obligations contained in ARTICLE IV hereof), the Company shall not be deemed in
Default during the continuance of such inability. The term "FORCE MAJEURE" as
used herein shall mean, without limitation, the following: acts of God; strikes
or other industrial disturbances; acts of public enemies; orders or restraints
of any kind of the government of the United States of America or of the State or
of any of their departments, agencies or officials, or of any civil or military
authority; insurrections; riots; landslides; earthquakes; fires; storms;
droughts; floods; explosions; breakage or accident to machinery, transmission
pipes or canals; and any other cause or event not reasonably within the control
of

                                       18
<Page>

the Company. The Company agrees, however, to remedy with all reasonable
dispatch the cause or causes preventing the Company from carrying out its
agreement, provided that the settlement of strikes and other industrial
disturbances shall be entirely within the discretion of the Company and the
Company shall not be required to settle strikes, lockouts and other industrial
disturbances by acceding to the demands of the opposing party or parties when
such course is in the judgment of the Company unfavorable to the Company.

     SECTION 8.2 REMEDIES ON DEFAULT.

            Whenever any Default referred to in SECTION 8.1 hereof shall have
happened and be continuing, the Trustee, or the Issuer with the written consent
of the Trustee, may take one or any combination of the following remedial steps:

            (a) If the Trustee has declared the Bonds immediately due and
     payable pursuant to SECTION 9.2 of the Indenture, by written notice to the
     Company, declare an amount equal to all amounts then due and payable on the
     Bonds, whether by acceleration of maturity (as provided in the Indenture)
     or otherwise, to be immediately due and payable as liquidated damages under
     this Agreement and not as a penalty, whereupon the same shall become
     immediately due and payable;

            (b) Have reasonable access to and inspect, examine and make copies
     of the books and records and any and all accounts, data and income tax and
     other tax returns of the Company during regular business hours of the
     Company if reasonably necessary in the opinion of the Trustee; or

            (c) Take whatever action at law or in equity may appear necessary
     or desirable to collect the amounts then due and thereafter to become due,
     or to enforce performance and observance of any obligation, agreement or
     covenant of the Company under this Agreement.

             Any amounts collected pursuant to action taken under this Section
shall be paid into the Bond Fund and applied in accordance with the provisions
of the Indenture.

     SECTION 8.3 NO REMEDY EXCLUSIVE.

            Subject to SECTION 9.2 of the Indenture, no remedy herein conferred
upon or reserved to the Issuer or the Trustee is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity. No delay or omission
to exercise any right or power accruing upon any Default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right
or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Issuer or the Trustee to exercise any remedy
reserved to it in this Article, it shall not be necessary to give any notice,
other than such notice as may be required in this Article. Such rights and
remedies as are given the Issuer hereunder shall also extend to the Trustee, and
the Trustee and the Owners of the Bonds, subject to the provisions of the
Indenture, shall be entitled to the benefit of all covenants and agreements
herein contained.

                                       19
<Page>

     SECTION 8.4 AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES.

            In the event the Company should default under any of the provisions
of this Agreement and the Issuer should employ attorneys or incur other expenses
for the collection of payments required hereunder or the enforcement of
performance or observance of any obligation or agreement on the part of the
Company herein contained, the Company agrees that it will on demand therefor pay
to the Issuer the reasonable fee of such attorneys and such other expenses so
incurred by the Issuer.

     SECTION 8.5 NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER.

            In the event any agreement contained in this Agreement should be
breached by either party and thereafter waived by the other party, such waiver
shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach hereunder.

                                       20
<Page>

                                   ARTICLE IX.

                                  MISCELLANEOUS

     SECTION 9.1 TERM OF AGREEMENT.

            This Agreement shall remain in full force and effect from the date
hereof to and including September 1, 2016 or until such time as all of the Bonds
and the fees and expenses of the Issuer and the Trustee and all amounts payable
to the Credit Provider under the Credit Agreement shall have been fully paid or
provision made for such payments, whichever is later; PROVIDED, however, that
this Agreement may be terminated prior to such date pursuant to ARTICLE V of
this Agreement, but in no event before all of the obligations and duties of the
Company hereunder have been fully performed, including, without limitation, the
payments of all costs and fees mandated hereunder.

     SECTION 9.2 NOTICES.

            All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when delivered or mailed by
registered mail, postage prepaid, addressed as follows:

If to the Issuer:            The Industrial Development Board of
                              White County, Tennessee
                             c/o William Mitchell, Esq.
                             112 South Main Street
                             Sparta, Tennessee 38583

If to the Trustee:           Principal Office:
                             SunTrust Bank
                             424 Church Street, 6th Floor
                             Nashville, Tennessee 37219
                             Attention: Corporate Trust Department

If to the Company:           Genlyte Thomas Group, LLC
                             4360 Brownsboro Road, Suite 300
                             Louisville, Kentucky 40207
                             Attention: Terry Lange, Treasurer

If to the Credit Provider:   Bank of America, N.A.
                             100 North Tryon Street
                             MAIL CODE NC1-007-17-12
                             Charlotte, North Carolina 28255
                             Attention: Richard Parkhurst

                                       21
<Page>

If to the Remarketing Agent: SunTrust Capital Markets, Inc.
                             303 Peachtree Street, 24th Floor
                             Atlanta, Georgia 30303
                             Attention: Municipal Desk

If to Fitch:                 Fitch IBCA, Inc.
                             One State Street Plaza
                             New York, New York 10004
                             Attention: Structured Finance

If to Moody's:               Moody's Investors Service, Inc.
                             99 Church Street
                             New York, New York 10007
                             Attention:  Corporate Department,
                                         Structured Finance Group

If to S&P:                   Standard & Poor's Ratings Services, a division of
                             The McGraw-Hill  Companies, Inc.
                             55 Water Street
                             New York, New York 10041
                             Attention:  Corporate Finance Department

A duplicate copy of each notice, certificate or other communication given
hereunder by the Issuer or the Company shall also be given to the Trustee and
the Credit Provider. The Issuer, the Company, the Trustee, and the Credit
Provider may, by written notice given hereunder, designate any further or
different addresses to which subsequent notices, certificates or other
communications shall be sent.

     SECTION 9.3 BINDING EFFECT.

            This Agreement shall inure to the benefit of and shall be binding
upon the Issuer, the Company, the Credit Provider, the Trustee, the Owners of
Bonds and their respective successors and assigns, subject, however, to the
limitations contained in SECTION 2.2(b) hereof.

     SECTION 9.4 SEVERABILITY.

            In the event any provision of this Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.

     SECTION 9.5 AMOUNTS REMAINING IN FUNDS.

            Subject to the provisions of SECTION 6.11 of the Indenture, it is
agreed by the parties hereto that any amounts remaining in any account of the
Bond Fund, the Project Fund, or any other fund (other than the Rebate Fund)
created under the Indenture upon expiration or earlier termination of this
Agreement, as provided in this Agreement, after payment in full of the Bonds (or
provision for payment thereof having been made in accordance with the provisions
of

                                       22
<Page>

the Indenture) and the fees and expenses of the Trustee in accordance with
the Indenture, shall belong to and be paid to the Company by the Trustee.

     SECTION 9.6 AMENDMENTS, CHANGES AND MODIFICATIONS.

            Subsequent to the issuance of Bonds and prior to their payment in
full (or provision for the payment thereof having been made in accordance with
the provisions of the Indenture), and except as otherwise herein expressly
provided, this Agreement may not be effectively amended, changed, modified,
altered or terminated without the written consent of the Trustee and, prior to
the Credit Facility Termination Date and payment of all amounts payable to the
Credit Provider under the Credit Agreement, the consent of the Credit Provider,
in accordance with the provisions of the Indenture.

     SECTION 9.7 EXECUTION IN COUNTERPARTS.

            This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

     SECTION 9.8 APPLICABLE LAW.

            This Agreement shall be governed by and construed in accordance with
the laws of the State.

     SECTION 9.9 CAPTIONS.

            The captions and headings in this Agreement are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or
Sections of this Agreement.

                                       23
<Page>

                                   ARTICLE X.

                            PAYMENTS IN LIEU OF TAXES

     SECTION 10.1 PAYMENTS IN LIEU OF TAXES.

            (a)      It is recognized that under current law, including
particularly the Act, the Project is exempt form White County, Tennessee (the
"County") and City of Sparta, Tennessee (the "City") ad valorem property
taxation so long as the same is owned by the Issuer.

            (b)      Subject to Section 10.01(c) below, the Lessee shall make
annual payments in lieu of tax ("PILOTS") to the City and the County, not later
than March 1 of the year following the Lease Year to which such PILOTS relate,
in the amount of One Hundred Dollars ($100). To the extent such fee is paid
under any other lease with the Issuer for PILOTS, the Company will receive a
credit towards the payment due herein.

            (c)      In the event that the Company shall fail to achieve the
Employment Targets for any Lease Years, as set forth in Section 10.01(d) below
(the "Employment Targets"), then the PILOTS for all Lease Years shall be equal
to 100% of the City and County real and personal property taxes which would have
been payable to the City and the County with respect to the Project ("Estimated
Property Taxes") by the Company if the Company were the owner of the fee simple
title to the Project, retroactive to January 1, 2002. The Employment Targets
shall be met for a Lease Year if the Lessee employs that number of full-time
employees at the Project on any day during such Lease Year.

            (d)      The Employment Targets for Lease Years 2002 through 2006
are as follows:

<Table>
<Caption>
         LEASE YEAR                                 EMPLOYMENT TARGETS (FTE'S)
         ----------                                 --------------------------
         <S>                                                 <C>
         2002                                                200
         2003                                                235
         2004                                                245
         2005                                                245
         2006                                                245
</Table>

            (e)      PILOTS for Lease Years 2001 and 2007 (each a "Lease Year")
shall be equal to 100% of the City and County real and personal property taxes
which would have been payable to the City and the County with respect to the
Project by the Company if the Company were the owner of the fee simple title to
the Project.

            (f)      "Estimated Property Taxes" shall be determined in the same
manner as ad valorem property taxes would have been determined with respect to
the Project if the Project were owned by the Company, utilizing the City and
County tax rates in effect in the Lease Year for which the calculation is made.
In the event that the Company disagrees with the appraised value of the Project
as determined by the County Property Assessor, the Company shall have the right
to pursue an appeal of such appraisal as permitted by law in the name of the
Issuer.

                                       24
<Page>

            (g)      PILOTS will be in lieu of all AD VALOREM taxes on all real
and personal property of any nature including, without limitation,
work-in-progress with respect to the Project, and including improvements and
replacements through June 30, 2007, and including taxes on the leasehold estate
through June 30, 2007. The Lessee shall be entitle to a credit against such
PILOTS for any ad valorem taxes payable by Lessee with respect to the Project or
Lessee's leasehold estate therein, any beneficial use taxes payable by Lessee
with respect to this Lease or the Project, or any other similar taxes.

                                       25
<Page>

            IN WITNESS WHEREOF, the Issuer and the Company have caused this
Agreement to be executed by their duly authorized officers, all as of the date
first above written.

(SEAL)                                          THE INDUSTRIAL DEVELOPMENT BOARD
                                                OF WHITE COUNTY, TENNESSEE

Attest:                                         By:  /s/ George Savage
                                                     ---------------------------
                                                     Title: Chairman

By: /s/ Carolyn Hobson
    -------------------------------------
    Title:  Secretary

                         (Signature Page-Loan Agreement)

<Page>

                                                GENLYTE THOMAS GROUP, LLC

                                                By: /s/ Terry L. Lange
                                                    ----------------------------
                                                    Title: Treasurer

                         (Signature Page-Loan Agreement)

<Page>

                                    EXHIBIT A

                               PROJECT DESCRIPTION

     Equipment, fixtures and personal property for a Strip Fixture facility
(including press feeders, presses, roll formers, conveyors, tooling, packaging
and labeling equipment) and all related costs and expenses and for a Troffer
Fixture facility (including fabrication, roll form, tooling, packing and fork
lift equipment, warehouse improvements, sorting systems and paint wash/dryer
equipment) and all related costs and expenses and all other manufacturing
equipment related thereto.

<Page>
                                    EXHIBIT B

                              REQUISITION NO. ____

Amount Requested:

Total Disbursements to Date:

            1   Each obligation for which a disbursement is hereby
requested is described in reasonable detail in Exhibit A hereto together with
the name and address of the person, firm or corporation to whom payment is due.

            2   The bills, invoices or statements of account for each
obligation referenced in Exhibit A are on file with the Company.

            3   The Company hereby certifies that:

            (a) each obligation mentioned in Exhibit A has been properly
     incurred, is a proper charge against the Project Fund and has not been the
     basis of any previous disbursement;

            (b) no part of the disbursement requested hereby will be used to
     pay for materials not yet incorporated into the Project or for services not
     yet performed in connection therewith;

            (c) the expenditure of the amount requested under this Requisition,
     when added to all disbursements under previous Requisitions, will result in
     at least ninety-five percent (95%) of the total of such disbursements,
     other than disbursements for reasonable expenses incurred in connection
     with the issuance of the Bonds, having been used to pay Qualified Project
     Costs; and

            (d) the expenditures of the amount requested under this
     Requisition, when added to all disbursements under previous Requisitions,
     will result in no more than two percent (2%) of the aggregate face amount
     of the Bonds being used for payment of Issuance Costs.

            4   All capitalized terms herein shall have the meanings
assigned to them in the Lease Agreement dated as of September 1, 2001 between
The Industrial Development Board of White County, Tennessee and Genlyte Thomas
Group, LLC.

<Page>

                    This _______ day of ___________, 20____.

                                                GENLYTE THOMAS GROUP, LLC

                                                By:
                                                   -----------------------------
                                                   Company Representative

                                        2
<Page>

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

                       THE INDUSTRIAL DEVELOPMENT BOARD OF
                             WHITE COUNTY, TENNESSEE

                                       AND

                                 SUNTRUST BANK,
                                   as Trustee

                              --------------------
                               INDENTURE OF TRUST
                              --------------------

                          Dated as of September 1, 2001

                                   Relating to

                                   $5,000,000
           The Industrial Development Board of White County, Tennessee
                      Industrial Development Revenue Bonds
                       (Genlyte Thomas Group, LLC Project)
                                   Series 2001

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

                                                This instrument was prepared by:

                                                         Stites & Harbison, PLLC
                                                               424 Church Street
                                                                      Suite 1800
                                                      Nashville, Tennessee 37219

                                                       Telephone: (615) 244-5200

<Page>

                                TABLE OF CONTENTS

(This Table of Contents is not a part of the Indenture of Trust and is only for
convenience of reference.)
<Table>
<Caption>
                                                                                                           PAGE
<S>                                                                                                         <C>
ARTICLE I DEFINITIONS........................................................................................3

     Section 1.01 Definitions................................................................................3

     Section 1.02 Uses of Phrases............................................................................9

ARTICLE II THE BONDS.........................................................................................9

     Section 2.01 Authorized Amount of Bonds.................................................................9

     Section 2.02 Issuance and Terms of Bonds................................................................9

     Section 2.03 Daily Period..............................................................................10

     Section 2.04 Weekly Period.............................................................................10

     Section 2.05 Commercial Paper Period...................................................................11

     Section 2.06 Long Term Period..........................................................................12

     Section 2.07 Conversion Option.........................................................................13

     Section 2.08 Execution; Limited Obligations............................................................14

     Section 2.09 Authentication............................................................................14

     Section 2.10 Form of Bonds.............................................................................14

     Section 2.11 Authentication and Delivery of Bonds......................................................14

     Section 2.12 Mutilated, Lost, Stolen or Destroyed Bonds................................................15

     Section 2.13 Transfer of Bonds; Persons Treated as Owners..............................................15

     Section 2.14 Destruction of Bonds......................................................................16

     Section 2.15 Temporary Bonds...........................................................................16

     Section 2.16 Book-Entry System.........................................................................17

ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY.............................................................19

     Section 3.01 Extraordinary Redemption..................................................................19

     Section 3.02 Optional Redemption by the Company........................................................19

     Section 3.03 Notice of Redemption......................................................................20

     Section 3.04 Redemption Payments.......................................................................21

     Section 3.05 Cancellation..............................................................................21

     Section 3.06 Partial Redemption of Bonds...............................................................21

ARTICLE IV MANDATORY PURCHASE DATE; DEMAND PURCHASE OPTION..................................................22

     Section 4.01 Mandatory Purchase of Bonds on Mandatory Purchase Date....................................22
</Table>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
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     Section 4.02 Demand Purchase Option....................................................................22

     Section 4.03 Funds for Purchase of Bonds...............................................................23

     Section 4.04 Delivery of Purchased Bonds...............................................................23

     Section 4.05 Delivery of Proceeds of Sale of Purchased Bonds...........................................24

     Section 4.06 Duties of Trustee with Respect to Purchase of Bonds.......................................24

     Section 4.07 Remarketing of Bonds......................................................................25

     Section 4.08 Purchase by Credit Provider in Lieu of Redemption or Acceleration.........................25

ARTICLE V GENERAL COVENANTS.................................................................................26

     Section 5.01 Payment of Principal, Premium, if any, and Interest.......................................26

     Section 5.02 Performance of Covenants..................................................................26

     Section 5.03 Instruments of Further Assurance..........................................................26

     Section 5.04 Recording and Filing......................................................................27

     Section 5.05 Inspection of Books.......................................................................27

     Section 5.06 List of Owners of Bonds...................................................................27

     Section 5.07 Rights Under Agreement....................................................................27

     Section 5.08 Issuer's Election to Issue Bonds Pursuant to Section 144(a)(4)............................27

     Section 5.09 Undertaking to Provide Ongoing Disclosure.................................................28

     Section 5.10 Notice Of Control.........................................................................28

ARTICLE VI REVENUES AND FUNDS...............................................................................29

     Section 6.01 Creation of the Bond Fund.................................................................29

     Section 6.02 Payments into the Bond Fund...............................................................29

     Section 6.03 Use of Moneys in the Bond Fund............................................................29

     Section 6.04 Payment of Bonds with Proceeds of Refunding Bonds.........................................30

     Section 6.05 Project Fund..............................................................................30

     Section 6.06 Payments into the Project Fund; Disbursements.............................................30

     Section 6.07 Use of Money in the Project Fund Upon Default.............................................30

     Section 6.08 Completion of the Project.................................................................30

     Section 6.09 Nonpresentment of Bonds...................................................................31

     Section 6.10 Moneys to be held in Trust................................................................31
</Table>

                                      -ii-
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     Section 6.11 Repayment to the Credit Provider and the Company from the Bond Fund or the Project
                    Fund....................................................................................31

     Section 6.12 Credit Facility...........................................................................32

     Section 6.13 Creation of Rebate Fund; Duties of Trustee; Amounts Held in Rebate Fund...................32

ARTICLE VII INVESTMENT OF MONEYS............................................................................34

     Section 7.01 Investment of Moneys......................................................................34

ARTICLE VIII DISCHARGE OF INDENTURE.........................................................................37

     Section 8.01 Discharge of Indenture....................................................................37

     Section 8.02 Defeasance of Bonds.......................................................................37

ARTICLE IX DEFAULTS AND REMEDIES............................................................................40

     Section 9.01 Defaults..................................................................................40

     Section 9.02 Acceleration..............................................................................40

     Section 9.03 Other Remedies; Rights of Owners of Bonds.................................................41

     Section 9.04 Right of Owners of Bonds to Direct Proceedings............................................41

     Section 9.05 Appointment of Receivers..................................................................41

     Section 9.06 Waiver....................................................................................42

     Section 9.07 Application of Moneys.....................................................................42

     Section 9.08 Remedies Vested in Trustee................................................................44

     Section 9.09 Rights and Remedies of Owners of Bonds....................................................44

     Section 9.10 Termination of Proceedings................................................................44

     Section 9.11 Waivers of Default........................................................................45

     Section 9.12 Notice of Defaults under Section 9.01(e) or (f); Opportunity to Cure Such Defaults........45

     Section 9.13 Subrogation Rights of Credit Provider.....................................................46

ARTICLE X TRUSTEE...........................................................................................47

     Section 10.01 Acceptance of Trusts.....................................................................47

     Section 10.02 Fees, Charges and Expenses of the Trustee................................................50

     Section 10.03 Notice to Owners of Bonds if Default Occurs..............................................50

     Section 10.04 Intervention by the Trustee..............................................................50

     Section 10.05 Successor Trustee........................................................................51
</Table>

                                      -iii-
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     Section 10.06 Resignation by the Trustee...............................................................51

     Section 10.07 Removal of the Trustee...................................................................51

     Section 10.08 Appointment of Successor Trustee by Owners of Bonds......................................51

     Section 10.09 Acceptance by Successor Trustee..........................................................52

     Section 10.10 Appointment of Co-Trustee................................................................52

     Section 10.11 Successor Remarketing Agent..............................................................53

     Section 10.12 Notice to Rating Agencies................................................................54

ARTICLE XI SUPPLEMENTAL INDENTURES..........................................................................55

     Section 11.01 Supplemental Indentures Not Requiring Consent of Owners of Bonds.........................55

     Section 11.02 Supplemental Indentures Requiring Consent of Owners of Bonds.............................56

     Section 11.03 Consent of the Company...................................................................57

     Section 11.04 Amendment without Consent of Issuer......................................................57

     Section 11.05 Execution of Amendments and Supplements by Trustee.......................................57

ARTICLE XII AMENDMENT OF AGREEMENT..........................................................................58

     Section 12.01 Amendments to Agreement Not Requiring Consent of Owners of Bonds.........................58

     Section 12.02 Amendments to Agreement Requiring Consent of Owners of Bonds.............................58

ARTICLE XIII MISCELLANEOUS                                                                                  59

     Section 13.01 Consents of Owners of Bonds..............................................................59

     Section 13.02 Limitation of Rights.....................................................................59

     Section 13.03 Severability.............................................................................59

     Section 13.04 Notices..................................................................................59

     Section 13.05 Payments Due on Saturdays, Sundays and Holidays..........................................61

     Section 13.06 Counterparts.............................................................................61

     Section 13.07 Applicable Provisions of Law.............................................................61

     Section 13.08 Rules of Interpretation..................................................................61

     Section 13.09 Captions.................................................................................61

     Section 13.10 No Personal Liability....................................................................61
</Table>

                                      -iv-
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     Section 13.11 Certain References Ineffective Except During a Credit Facility Period....................62
</Table>

                                       -v-
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                               INDENTURE OF TRUST

     THIS INDENTURE OF TRUST, dated as of September 1, 2001, between THE
INDUSTRIAL DEVELOPMENT BOARD OF WHITE COUNTY, TENNESSEE, a nonprofit corporation
created and existing under the Constitution and Laws of the State of Tennessee
(the "Issuer") and SUNTRUST BANK, a Georgia banking corporation (the "Trustee");

                              W I T N E S S E T H :

     WHEREAS, the Issuer is empowered pursuant to Chapter 53 of Title 7 of
Tennessee Code Annotated (the "Act"), to issue its bonds for the purpose of
financing industrial facilities; and

     WHEREAS, in furtherance of the public purpose for which the Issuer was
created, the Issuer proposes to issue its $5,000,000 in principal amount
Industrial Development Revenue Bonds (Genlyte Thomas Group, LLC Project) Series
2001 (the "Bonds") pursuant to this Indenture, to finance the acquisition,
construction and equipping of manufacturing equipment and other personal
property located at an existing manufacturing facility located in White County,
Tennessee (the "Project") and to lease the Project acquired with the proceeds of
the sale of the Bonds to Genlyte Thomas Group, LLC, a Delaware limited liability
company (the "Company"), pursuant to a Lease Agreement (the "Agreement") of even
date herewith between the Issuer and the Company; and

     WHEREAS, it has been determined that the estimated amount necessary to
finance the cost of the acquisition, construction and equipping of the Project,
including necessary expenses incidental to the issuance of the Bonds, will
require the issuance, sale and delivery of Bonds in the aggregate principal
amount of $5,000,000, as hereinafter provided; and

     WHEREAS, all things necessary to make the Bonds when authenticated by the
Trustee and issued as in this Indenture provided, the valid, binding and legal
obligations of the Issuer according to the import thereof, and to constitute
this Indenture a valid assignment and pledge of the payments under the Agreement
(except for "Reserved Rights" as hereinafter defined) for payment of the
principal or Purchase Price of, premium, if any, and interest on the Bonds, and
to constitute this Indenture a valid assignment of the rights of the Issuer
under the Agreement except as otherwise stated herein, have been done and
performed, and the creation, execution and delivery of this Indenture, and the
issuance of the Bonds, subject to the terms hereof, have in all respects been
duly authorized;

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                                GRANTING CLAUSES

     That the Issuer, in consideration of the premises and the acceptance by the
Trustee of the trusts hereby created and of the purchase and acceptance of the
Bonds by the Owners thereof, and of the sum of one dollar, lawful money of the
United States of America, to it duly paid by the Trustee at or before the
execution and delivery of these presents, and for other good and

<Page>

valuable consideration, the receipt of which is hereby acknowledged, in order to
secure the payment of the principal of, premium, if any, and interest on the
Bonds according to their tenor and effect and to secure the performance and
observance by the Issuer of all the covenants expressed herein and in the Bonds,
does hereby assign and grant a security interest in the following to the
Trustee, and its successors in trust and assigns forever, for the securing of
the performance of the obligations of the Issuer hereinafter set forth:

                              GRANTING CLAUSE FIRST

     All right, title and interest of the Issuer in and to the Agreement (except
for Reserved Rights), including, but not limited to, the present and continuing
right to make claim for, collect, receive and receipt for any of the sums,
amounts, income, revenues, issues and profits and any other sums of money
payable or receivable under the Agreement, to bring actions and proceedings
thereunder or for the enforcement thereof, and to do any and all things which
the Issuer is or may become entitled to do under the Agreement.

                             GRANTING CLAUSE SECOND

     All right, title and interest of the Issuer in and to all moneys and
securities from time to time held by the Trustee under the terms of this
Indenture, other than moneys for the payment of the Purchase Price and moneys
held in the Rebate Fund.

                              GRANTING CLAUSE THIRD

     Any and all other property rights and interests of every kind and nature
from time to time hereafter by delivery or by writing of any kind granted,
bargained, sold, alienated, demised, released, conveyed, assigned, transferred,
mortgaged, pledged, hypothecated or otherwise subjected hereto, as and for
additional security herewith, by the Company or any other person on its behalf
or with its written consent or by the Issuer or any other person on its behalf
or with its written consent, and the Trustee is hereby authorized to receive any
and all such property at any and all times and to hold and apply the same
subject to the terms hereof.

     TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or
hereafter acquired, unto the Trustee and its respective successors in said trust
and assigns forever;

     IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth (a)
first, for the equal and proportionate benefit, security and protection of all
present and future Owners of the Bonds, from time to time, issued under and
secured by this Indenture without privilege, priority or distinction as to the
lien or otherwise of any of the Bonds over any of the other Bonds except in the
case of funds held hereunder for the benefit of particular Owners of Bonds, and
(b) second, for the benefit of the Credit Provider to the extent provided
herein;

     PROVIDED, HOWEVER, that if the Issuer, its successors or assigns shall well
and truly pay, or cause to be paid, the principal of, premium, if any, and
interest on the Bonds due or to become due thereon, at the times and in the
manner set forth in the Bonds according to the true intent and meaning thereof,
and shall cause the payments to be made on the Bonds as required hereunder, or
shall provide, as permitted hereby, for the payment thereof by depositing with
the

                                        2
<Page>

Trustee the entire amount due or to become due thereon, and shall well and truly
cause to be kept, performed and observed all of its covenants and conditions
pursuant to the terms of this Indenture, and shall pay or cause to be paid to
the Trustee all sums of money due or to become due to it in accordance with the
terms and provisions hereof, then upon the final payment thereof this Indenture
and the rights hereby granted shall cease, determine and be void, except to the
extent specifically provided in Article VIII hereof; otherwise this Indenture
shall remain in full force and effect.

     THIS INDENTURE FURTHER WITNESSETH, and it is declared, that all Bonds
issued and secured hereunder are to be issued, authenticated and delivered and
all said property, rights and interests, including, without limitation, the
amounts payable under the Agreement and any other amounts hereby assigned and
pledged are to be dealt with and disposed of under, upon and subject to the
terms, conditions, stipulations, covenants, agreements, trusts, uses and
purposes as herein expressed, and the Issuer has agreed and covenanted, and does
hereby agree and covenant with the Trustee and with the respective Owners of the
Bonds as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01 DEFINITIONS.

     All capitalized, undefined terms used herein shall have the meanings
ascribed to such terms in Article II of the Agreement (as defined below). In
addition, unless the context shall otherwise require, the following words and
phrases when used in this Indenture shall have the meanings specified in this
Section:

     "Act" means Chapter 53 of Title 7 of Tennessee Code Annotated, as amended.

     "Act of Bankruptcy" means the filing of a petition in bankruptcy (or any
other commencement of a bankruptcy or similar proceeding) by or against the
Company or any affiliate of the Company under any applicable bankruptcy,
insolvency, reorganization or similar law, now or hereafter in effect.

     "Agreement" means the Lease Agreement dated as of this date between the
Issuer and the Company, and any amendments and supplements thereto.

     "Bond Counsel" means a firm of nationally recognized standing in the field
of municipal finance law whose opinions are generally accepted by purchasers of
public obligations and who is acceptable to the Trustee.

     "Bond Fund" means the fund created in Section 6.01 hereof, in which there
is established a General Account, a Credit Facility Account and a Remarketing
Account.

     "Bond Register" means the books of the Issuer kept by the Trustee to
evidence the registration and transfer of the Bonds.

                                        3
<Page>

     "Bonds" means The Industrial Development Board of White County, Tennessee
Industrial Development Revenue Bonds (Genlyte Thomas Group, LLC Project) Series
2001 issued by the Issuer pursuant to this Indenture.

     "Book-Entry System" means the system maintained by the Securities
Depository described in Section 2.16 herein.

     "Business Day" means any day other than (a) a Saturday or Sunday, (b) a day
on which the Trustee or the Credit Provider is required or permitted by law to
close, and (c) a day on which the New York Stock Exchange is closed.

     "Calculation Period" is defined in Section 2.05 hereof.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, including, when appropriate, the statutory predecessor thereof, or any
applicable corresponding provisions of any future laws of the United States of
America relating to federal income taxation, and except as otherwise provided
herein or required by the context hereof, includes interpretations thereof
contained or set forth in the applicable regulations of the Department of the
Treasury (including applicable final or temporary regulations and also including
regulations issued pursuant to the statutory predecessor of the Code, the
applicable rulings of the Internal Revenue Service (including published Revenue
Rulings and private letter rulings), and applicable court decisions).

     "Commercial Paper Period" is defined in Section 2.05 hereof.

     "Commercial Paper Rate" means an interest rate on the Bonds set under
Section 2.05 hereof.

     "Company" means (i) Genlyte Thomas Group, LLC, a Delaware limited liability
company, and (ii) any surviving, resulting, or transferee entity as provided in
the Agreement.

     "Company Representative" means the person or persons at the time designated
to act on behalf of the Company by written certificate furnished to the Issuer
and the Trustee containing the specimen signatures of such person or persons and
signed on behalf of the Company by its [President or Vice President]. Such
certificate may designate an alternate or alternates.

     "Conversion Date" means the date established for the conversion of the
interest rate on the Bonds from one type of Interest Period to another type of
Interest Period pursuant to Section 2.07 hereof (whether or not such conversion
actually occurs), which date shall be an Interest Payment Date.

     "Conversion Option" means the option granted to the Company in Section 2.07
hereof to convert from one type of Interest Period to another type of Interest
Period.

     "Credit Agreement" means the Credit Agreement dated as of August 28, 1998,
as amended by a First Amendment to Credit Agreement dated as of August 30, 1998,
a Second Amendment to Credit Agreement dated as of June 29, 1999, a Third
Amendment to Credit Agreement dated as of August 19, 1999, a Fourth Amendment to
Credit Agreement dated as of

                                        4
<Page>

February 7, 2000, between the Company and the initial Credit Provider, as agent
for the various lenders named therein and as issuing bank with respect to the
Credit Facility, and any amendments or supplements thereto, together with any
letter of credit, reimbursement or similar agreement between the Company and any
subsequent Credit Provider, and any amendments and supplements thereto.

     "Credit Facility" means the Letter of Credit and any Substitute Credit
Facility provided by the Company pursuant to Section 4.04 of the Agreement.

     "Credit Facility Period" shall mean any Interest Period during which
payment of the principal and Purchase Price of, and the interest and redemption
premium (if any) on, the Bonds are secured by a Credit Facility.

     "Credit Facility Termination Date" means the later of (a) that date upon
which the Credit Facility shall expire or terminate pursuant to its terms, or
(b) that date to which the expiration or termination of the Credit Facility may
be extended, from time to time, either by extension or renewal of the existing
Credit Facility.

     "Credit Provider" means the provider of any Credit Facility.

     "Daily Period" is defined in Section 2.03 hereof.

     "Daily Rate" means an interest rate on the Bonds set under Section 2.03
hereof.

     "Default" means any Default under this Indenture as specified in and
defined by Section 9.01 hereof.

     "Demand Purchase Option" means the option granted to Owners of Bonds, while
the Bonds bear interest at the Daily Rate or the Weekly Rate, to require that
Bonds be purchased pursuant to Section 4.02 hereof.

     "Determination of Taxability" means a final decree or judgment of any
Federal court or a final action of the Internal Revenue Service determining that
interest paid or payable on any Bond is or was includable in the gross income of
an Owner of the Bonds for Federal income tax purposes (other than an Owner who
is a "substantial user" or "related person" to a "substantial user" within the
meaning of Section 147(a) of the Code); provided, that no such decree, judgment,
or action will be considered final for this purpose, however, unless the Company
has been given written notice and, if it is so desired and is legally allowed,
has been afforded the opportunity to contest the same, either directly or in the
name of any Owner of a Bond, and until the conclusion of any appellate review,
if sought.

     "First Optional Redemption Date" means, with respect to a Long Term Period
less than or equal to 5 years, the first day of the 24th calendar month from the
beginning of such Long Term Period, with respect to a Long Term Period greater
than 5 years but less than or equal to 10 years, the first day of the 60th
calendar month from the beginning of such Long Term Period, and with respect to
a Long Term Period greater than 10 years, the first day of the 72nd calendar
month from the beginning of such Long Term Period.

                                        5
<Page>

     "Fitch" means Fitch IBCA, Inc., its successors and their assigns, and, if
such corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, "Fitch" shall be deemed to refer to any
other nationally recognized securities rating agency designated by the Company,
with the consent of the Remarketing Agent and the Credit Provider, by written
notice to the Trustee.

     "Government Obligations" means direct general obligations of, or
obligations the payment of the principal of and interest on which are
unconditionally guaranteed as to full and timely payment by, the United States
of America, which obligations are noncallable.

     "Indenture" means this Indenture of Trust, and any amendments or
supplements hereto.

     "Independent Counsel" means an attorney duly admitted to practice law
before the highest court of any state and who is not a full-time employee,
director, officer, or partner of the Issuer or the Company.

     "Interest Payment Date" is defined in the form of the Bonds appearing in
Exhibit "A" hereto.

     "Interest Period" means each Daily Period, Weekly Period, Commercial Paper
Period and Long Term Period.

     "Issuer" means The Industrial Development Board of White County, Tennessee,
and its successors and assigns.

     "Issuer Representative" means the person or persons at the time designated
to act on behalf of the Issuer by written certificate furnished to the Company
and the Trustee containing the specimen signatures of such person or persons and
signed on behalf of the Issuer by its duly authorized agent. Such certificate
may designate an alternate or alternates.

     "Letter of Credit" means that certain letter of credit, dated the date of
issuance of the Bonds, issued by Bank of America, N.A.

     "Long Term Period" is defined in Section 2.06 hereof.

     "Long Term Rate" means an interest rate on the Bonds set under Section 2.06
hereof.

     "Mandatory Purchase Date" means (a) each Conversion Date, (b) each day
immediately following the end of a Calculation Period, (c) the first day of any
Long Term Period, (d) the Interest Payment Date immediately before the Credit
Facility Termination Date (which shall be at least one Business Day prior to
such Credit Facility Termination Date), (e) the Interest Payment Date concurrent
with the effective date of a Substitute Credit Facility, and (f) the first
Interest Payment Date following the occurrence of a Determination of Taxability
for which the Trustee can give notice pursuant to the provisions of Section
4.01(b) hereof.

     "Maximum Rate" means an interest rate per annum equal to the lesser of the
maximum rate permitted by law and 12%. The Maximum Rate may be adjusted, after
the date of initial issuance and delivery of the Bonds, provided that (a) such
Maximum Rate shall at no time

                                        6
<Page>

exceed the maximum rate permitted by law, and (b) such adjustment to the Maximum
Rate shall not become effective unless and until the Trustee shall receive (i)
satisfactory evidence that the stated amount of the Credit Facility (if any) has
been adjusted to reflect the adjusted Maximum Rate and (ii) an opinion of Bond
Counsel satisfactory to the Trustee to the effect that such adjustment will not
adversely affect the exclusion of interest on the Bonds from gross income for
Federal income tax purposes.

     "Moody's" means Moody's Investors Service, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successors and
assigns, and, if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized securities rating agency
designated by the Company, with the consent of the Remarketing Agent and the
Credit Provider, by written notice to the Trustee.

     "Outstanding" or "Bonds Outstanding" means all Bonds which have been
authenticated and delivered by the Trustee under this Indenture, except:

          (a) Bonds canceled after purchase in the open market or because of
     payment at, or redemption prior to, maturity;

          (b) Bonds paid or deemed paid pursuant to article viii hereof;

          (c) Bonds in lieu of which others have been authenticated under
     section 2.12 or section 2.13 hereof; and

          (d) Bonds deemed tendered hereunder and for which another bond has
     been issued.

     "Owner" means the person or persons in whose name or names a Bond shall be
registered on the books of the Issuer kept by the Trustee for that purpose in
accordance with provisions of this Indenture.

     "Par" means one hundred percent (100%) of the principal amount of any Bond,
or of the aggregate principal amount of the Bonds Outstanding, as the context
may require, exclusive of accrued interest.

     "Participant" means one of the entities which is a member of the Securities
Depository and deposits securities, directly or indirectly, in the Book-Entry
System.

     "Pledge Agreement" means that certain Pledge and Security Agreement dated
as of September 1, 2001 by and among the Company, the Credit Provider and the
Trustee, and any amendments thereto or restatements thereof.

     "Pledged Bonds" means any Bonds which shall, at the time of determination
thereof, be pledged to the Credit Provider pursuant to the Credit Agreement.

     "Project Fund" means the fund created in Section 6.05 hereof.

                                        7
<Page>

     "Purchase Price" means an amount equal to 100% of the principal amount of
any Bond tendered or deemed tendered pursuant to Section 4.01 or 4.02 hereof,
plus, in the case of purchase pursuant to Section 4.02 hereof, accrued and
unpaid interest thereon to the date of purchase.

     "Record Date" is defined in the form of the Bonds attached as Exhibit "A"
hereto.

     "Remarketing Agent" means the Remarketing Agent acting as such under the
Remarketing Agreement. The Remarketing Agent must be a Participant in the
Book-Entry System with respect to the Bonds. "Principal Office" of the
Remarketing Agent means the principal office of the Remarketing Agent designated
in the Remarketing Agreement.

     "Remarketing Agreement" means the Remarketing Agreement dated as of this
date between the Company and SunTrust Equitable Securities Corporation, its
successors and assigns, and any amendments or supplements thereto, together with
any similar agreement entered into between the Company and any successor
Remarketing Agent.

     "Reserved Rights" means amounts payable to the Issuer under Sections
4.02(b), 7.02 and 8.04 of the Agreement and the right of the Issuer to receive
notices.

     "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust administrative department of the Trustee,
including any vice president, any assistant vice president, any trust officer,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "Securities Depository" means The Depository Trust Company, New York, New
York, or its nominee, and its successors and assigns.

     "State" means the State of Tennessee.

     "S&P" means Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc., a corporation organized and existing under the laws
of the State of New York, its successors and assigns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, "S&P" shall be deemed to refer to any other nationally
recognized securities rating agency designated by the Company, with the consent
of the Remarketing Agent and the Credit Provider, during any Credit Facility
Period, by written notice to the Trustee.

     "Substitute Credit Facility" means a letter of credit, line of credit,
insurance policy or other credit facility securing the payment of the principal
and Purchase Price of, redemption premium (if any) and interest on the Bonds,
delivered to the Trustee in accordance with Section 4.04 of the Agreement.

     "Tender Date" means (a) during any Daily Period, any Business Day and (b)
during any Weekly Period, the seventh day (unless such day is not a Business
Day, in which case the next

                                        8
<Page>

succeeding Business Day) following receipt by the Trustee of notice from the
Owner that such Owner has elected to tender bonds (as more fully described in
Section 4.02 hereof).

     "Trustee" means SunTrust Bank, a banking corporation organized and existing
under the laws of the State of Georgia and its successors and any corporation
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor Trustee at the time serving as
successor Trustee hereunder. "Principal Office" of the Trustee means the address
specified in Section 12.04 hereof or such other address as may be designated in
writing to the Remarketing Agent, the Issuer and the Company.

     "Trust Estate" means the property conveyed to the Trustee pursuant to the
Granting Clauses hereof.

     "Weekly Period" is defined in Section 2.04 hereof.

     "Weekly Rate" means an interest rate on the Bonds set under Section 2.04
hereof.

     SECTION 1.02 USES OF PHRASES.

     Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate, the words "Bond," "Bondholder," "Owner," "registered owner"
and "person" shall include the plural as well as the singular number, and the
word "person" shall include corporations and associations, including public
bodies, as well as persons. Any percentage of Bonds, specified herein for any
purpose, is to be figured on the unpaid principal amount thereof then
Outstanding. All references herein to specific Sections of the Code refer to
such Sections of the Code and all successor or replacement provisions thereto.

                                   ARTICLE II

                                    THE BONDS

     SECTION 2.01 AUTHORIZED AMOUNT OF BONDS.

     The total principal amount of Bonds that may be issued hereunder is hereby
expressly limited to $5,000,000.

     SECTION 2.02 ISSUANCE AND TERMS OF BONDS.

          (a) The Bonds shall be designated "$5,000,000 The Industrial
     Development Board of White County, Tennessee Industrial Development Revenue
     Bonds (Genlyte Thomas Group, LLC Project) Series 2001." The Bonds shall be
     in substantially the form of Exhibit "A," which is part of this Indenture,
     in the denominations provided for in the Bonds.

          (b) The Bonds shall be dated the date of initial authentication and
     delivery, shall bear interest from such date, and shall mature (subject to
     prior redemption) on September 1, 2016. The Bonds shall bear interest at
     the Daily Rate, the Weekly Rate, the

                                        9
<Page>

     Commercial Paper Rate or the Long Term Rate, as more fully described in
     this Article II. Anything herein contained to the contrary notwithstanding,
     the interest rate shall not exceed the Maximum Rate. The Company may direct
     a change in the type of Interest Period pursuant to the provisions of
     Section 2.07 hereof. Interest on the Bonds will initially be determined and
     payable at the Weekly Rate.

          (c) The principal and Purchase Price of and premium, if any, and
     interest on the Bonds shall be payable as provided for in the Bonds.

     SECTION 2.03 DAILY PERIOD.

          (a) From any Conversion Date after which the Bonds will bear interest
     at the Daily Rate until the next following Conversion Date (the "Daily
     Period"), the Bonds shall bear interest at the Daily Rate, as hereinafter
     described.

          (b) The Daily Rate will be determined by the Remarketing Agent (and
     the authority to so determine the rate is hereby delegated by the Issuer to
     the Remarketing Agent) as follows: the interest rate for each day shall be
     established at a rate equal to the interest rate per annum that, in the
     sole judgment of the Remarketing Agent, taking into account prevailing
     financial market conditions, would be the minimum interest rate required to
     sell the Bonds at a price of Par on such date. Upon determining the Daily
     Rate for each date, the Remarketing Agent shall notify the Trustee and the
     Company of such rate by telephone or such other manner as may be
     appropriate on the date of such determination, which notice shall be
     promptly confirmed in writing. Such notice shall be provided by not later
     than 9:30 A.M. New York City time on each Business Day for that Business
     Day. The Daily Rate for any non-Business Day will be the rate for the last
     day on which a rate was set.

          (c) The determination of the Daily Rate (absent manifest error) shall
     be conclusive and binding upon the Issuer, the Company, the Trustee, the
     Credit Provider (if any), and the Owners of the Bonds. If for any reason
     the Remarketing Agent shall fail to establish the Daily Rate, the Bonds
     shall bear interest at the Daily Rate in effect on the last day for which a
     rate was set.

     SECTION 2.04 WEEKLY PERIOD.

          (a) From the date of issuance of the Bonds until the next following
     Conversion Date, and from any subsequent Conversion Date after which the
     Bonds will bear interest at the Weekly Rate until the next following
     Conversion Date (the "Weekly Period"), the Bonds shall bear interest at the
     Weekly Rate, as hereinafter described.

          (b) The Weekly Rate will be determined by the Remarketing Agent (and
     the authority to so determine the rate is hereby delegated by the Issuer to
     the Remarketing Agent) on each Wednesday for the period beginning on such
     Wednesday and ending on the following Tuesday, as follows: the interest
     rate shall be established at a rate equal to the interest rate per annum
     that, in the sole judgment of the Remarketing Agent, taking into account
     prevailing financial market conditions, would be the minimum interest rate
     required to sell the Bonds at a price of Par on such date. Upon determining
     the Weekly

                                       10
<Page>

     Rate, the Remarketing Agent shall notify the Trustee and the Company of
     such rate by telephone or such other manner as may be appropriate on the
     date of such determination, which notice shall be promptly confirmed in
     writing. Such notice shall be provided by not later than 2:00 P.M. New York
     City time. If any Wednesday is not a Business Day, then the Weekly Rate
     shall be established on the next preceding Business Day.

          (c) The determination of the Weekly Rate (absent manifest error) shall
     be conclusive and binding upon the Issuer, the Company, the Trustee, the
     Credit Provider (if any), and the Owners of the Bonds. If for any reason
     the Remarketing Agent shall fail to establish the Weekly Rate, the Bonds
     shall bear interest at the Weekly Rate last in effect.

     SECTION 2.05 COMMERCIAL PAPER PERIOD.

          (a) From any Conversion Date after which the Bonds will bear interest
     at a Commercial Paper Rate (the "Commercial Paper Period") until the next
     following Conversion Date, the Bonds will bear interest at the various
     Commercial Paper Rates for periods of not less than one (1) day and not
     more than 270 days (each, a "Calculation Period"), as hereinafter
     described. During any Commercial Paper Period, any Bond may have a
     different Calculation Period and a different Commercial Paper Rate from any
     other Bond.

          (b) At or prior to 12:00 noon New York City time on any Conversion
     Date after which the Bonds will bear interest at the Commercial Paper Rate
     and the day immediately after the end of such Calculation Period, the
     Remarketing Agent shall establish Calculation Periods with respect to Bonds
     for which no Calculation Period is currently in effect. The Remarketing
     Agent shall, and the Issuer hereby delegates to the Remarketing Agent the
     authority to, select the Calculation Periods and the applicable Commercial
     Paper Rates that, together with all other Calculation Periods and related
     Commercial Paper Rates, in the sole judgment of the Remarketing Agent, will
     result in the lowest overall borrowing cost on the Bonds or are otherwise
     in the best financial interests of the Company, as determined in
     consultation with the Company. Any Calculation Period established hereunder
     may not extend beyond (i) any Conversion Date, (ii) during any Credit
     Facility Period, the Business Day next preceding the scheduled Credit
     Facility Termination Date, or (iii) the day prior to the maturity date of
     the Bonds.

          (c) On the first day of each Calculation Period, the Remarketing Agent
     shall, and the Issuer hereby delegates to the Remarketing Agent the
     authority to, set rates by 12:00 Noon New York City time for the Bonds for
     such Calculation Period. With respect to each Calculation Period, the
     interest rate shall be established at a rate equal to the interest rate per
     annum that, in the sole judgment of the Remarketing Agent, taking into
     account prevailing financial market conditions, would be the minimum
     interest rate required to sell the Bonds at a price of Par on the date of
     such determination. Upon determining the rate for each Calculation Period,
     the Remarketing Agent shall notify the Trustee and the Company of such
     rates and the related Calculation Periods by telephone or such other manner
     as may be appropriate by not later than 2:00 P.M. New York City

                                       11
<Page>

     time on the date of such determination, which notice shall be promptly
     confirmed in writing.

          (d) The determination of the Commercial Paper Rates and Calculation
     Periods (absent manifest error) shall be conclusive and binding upon the
     Issuer, the Company, the Trustee, the Credit Provider (if any), and the
     Owners of the Bonds. If for any reason the Remarketing Agent shall fail to
     establish the Commercial Paper Rates or the Calculation Periods for any
     Bonds during the Commercial Paper Period, or in the event no Calculation
     Period may be established pursuant to the terms of Section 2.05(b), then
     the Calculation Period for any such Bond shall be a period of 30 days and
     the Commercial Paper Rate for such Calculation Period shall be 70% of the
     interest rate applicable to 91-day United States Treasury bills determined
     on the basis of the average per annum discount rate at which 91-day United
     States Treasury bills shall have been sold at the most recent Treasury
     auction conducted during the preceding 30 days.

     SECTION 2.06 LONG TERM PERIOD.

          (a) From any Conversion Date after which the Bonds will bear interest
     at a Long Term Rate (the "Long Term Period") until the next following
     Conversion Date or the maturity date of the Bonds, the Bonds will bear
     interest at a Long Term Rate, as hereinafter described.

          (b) The Long Term Rate will be determined by the Remarketing Agent and
     the authority to so determine the Long Term Rate, as follows: the interest
     rate for each Long Term Period shall be established at a rate equal to the
     interest rate per annum that, in the sole judgment of the Remarketing
     Agent, taking into account prevailing financial market conditions, would be
     the minimum interest rate required to sell the Bonds at a price of Par on
     the date on which the Long Term Period begins. The Long Term Rate shall be
     determined by the Remarketing Agent not later than the fifth day preceding
     the commencement of such Long Term Period, and the Remarketing Agent shall
     notify the Trustee and the Company thereof by telephone or such other
     manner as may be appropriate by not later than 2:00 P.M. New York City time
     on such date, which notice shall be promptly confirmed in writing.

          (c) The Issuer hereby delegates to the Company the authority to
     determine the duration of each Long Term Period. In that connection, the
     Company shall instruct the Remarketing Agent, not later than the 20th day
     prior to the commencement of such Long Term Period, to determine the Long
     Term Rate on the basis of a Long Term Period ending on a specified date
     that is the last day of any calendar month that is an integral multiple of
     six (6) calendar months from the beginning of such Long Term Period or the
     maturity of the Bonds. In the event the Company elects at the end of a Long
     Term Period to have another Long Term Period applicable to the Bonds, the
     Company shall notify the Trustee and the Remarketing Agent in writing, not
     later than the 20th day prior to the commencement of such new Long Term
     Period, of such an election with respect to the Long Term Period and of the
     date on which such new Long Term Period shall begin. If the duration of the
     Long Term Period will change from an interval of 365 days or less to an
     interval of more than 365 days, or vice versa, then the Company shall
     furnish to the

                                       12
<Page>

     Trustee, with such notification, an opinion of Bond Counsel to the effect
     that such election of such Long Term Period will not adversely affect the
     exclusion from gross income for Federal income tax purposes of interest on
     the Bonds. The delivery by the Company to the Trustee of a letter from Bond
     Counsel confirming the opinion accompanying the Company notification
     described above on the first day of such Long Term Period is a condition
     precedent to the beginning of such Long Term Period. In the event that the
     Company fails to deliver to the Trustee the letter of Bond Counsel referred
     to in the preceding sentence, the Bonds shall be deemed to bear interest at
     the Weekly Rate, which Weekly Rate shall be 70% of the interest rate for
     30-day taxable commercial paper (prime paper placed through dealers)
     announced by the Federal Reserve Bank of New York on the day on which the
     Long Term Rate on the Bonds was to be set.

          (d) The determination of the Long Term Rate (absent manifest error)
     shall be conclusive and binding upon the Issuer, the Company, the Trustee,
     the Credit Provider (if any), and the Owners of the Bonds. If for any
     reason the Remarketing Agent shall fail to establish the Long Term Rate for
     any Long Term Period, the Bonds shall be deemed to bear interest at the
     Weekly Rate, which Weekly Rate shall be 70% of the interest rate for 30-day
     taxable commercial paper (prime paper placed through dealers) announced by
     the Federal Reserve Bank of New York on the day on which the Long Term Rate
     on the Bonds was to be set.

     SECTION 2.07 CONVERSION OPTION

          (a) With the written consent of a Credit Provider (if a Credit
     Facility Period) the Company shall have the option (the "Conversion
     Option") to direct a change in the type of Interest Period to another type
     of Interest Period by delivering to the Trustee and the Remarketing Agent
     written instructions setting forth (i) the Conversion Date, (ii) the new
     type of Interest Period and (iii) whether such Interest Period will be a
     Credit Facility Period. If the new Interest Period is a Commercial Paper
     Period or a Long Term Period and will be a Credit Facility Period, such
     instructions will be accompanied by a Substitute Credit Facility, or by an
     amendment to the existing Credit Facility, providing for the payment of
     such additional interest and redemption premium (if any) on the Bonds as
     may be required. The sufficiency of any such Substitute Credit Facility, or
     of any amendment to an existing Credit Facility, shall be conclusively
     established by receipt of written confirmation, in form and substance
     satisfactory to the Trustee, from any rating agency providing a rating on
     the Bonds, or if the Bonds are not then rated, then from the Remarketing
     Agent. Such instructions shall be delivered at least 20 days prior to the
     first day of such Interest Period. If the duration of the Interest Period
     will change from an interval of 365 days or less to an interval of more
     than 365 days, or vice versa, then with such instructions the Company shall
     furnish to the Trustee (and the Credit Provider if a Credit Facility
     Period) an opinion of Bond Counsel to the effect that such change in
     Interest Period will not adversely affect the exclusion from gross income
     for Federal income tax purposes of interest on the Bonds. The delivery by
     the Company to the Trustee of a letter from Bond Counsel confirming the
     opinion accompanying the Company notification described above on the
     Conversion Date is a condition precedent to the change in the type of
     Interest Period. In the event that the Company fails to deliver to the
     Trustee the letter of Bond Counsel referred to in the preceding sentence,
     the Bonds

                                       13
<Page>

     shall continue in the Interest Period in place at the time of exercise of
     the Conversion Option.

          (b) Any change in the type of Interest Period must comply with the
     following: (i) the Conversion Date must be an Interest Payment Date for the
     Interest Period then in effect (and, with respect to a Long Term Period,
     must be the last Interest Payment Date for such Long Term Period) and (ii)
     no change in Interest Period shall occur after an Event of Default shall
     have occurred and be continuing.

     SECTION 2.08 EXECUTION; LIMITED OBLIGATIONS.

     The Bonds shall be executed on behalf of the Issuer with the manual or
facsimile signature of the Chairman of the Issuer and the Issuer's corporate
seal shall be affixed thereto or printed or otherwise reproduced thereon and
attested by the manual or facsimile signature of its Secretary or Treasurer. All
authorized facsimile signatures shall have the same force and effect as if
manually signed. The Bonds shall not be general obligations of the Issuer but
limited and special obligations payable solely from the amounts payable under
the Agreement and other amounts specifically pledged therefor under this
Indenture, and shall be a valid claim of the respective Owners thereof only
against the Trust Estate, which amounts are hereby pledged, assigned and
otherwise secured for the equal and ratable payment of the Bonds and shall be
used for no other purpose than to pay the principal of, premium, if any, and
interest on the Bonds, except as may be otherwise expressly authorized in this
Indenture. No Owner of any Bonds has the right to compel any exercise of taxing
power (if any) of the Issuer to pay the Bonds or the interest thereon, and the
Bonds do not constitute an indebtedness of the Issuer or a loan of credit
thereof within the meaning of any constitutional or statutory provisions.

     SECTION 2.09 AUTHENTICATION.

     No Bond shall be valid or obligatory for any purpose or entitled to any
security or benefit under this Indenture unless and until a certificate of
authentication on such Bond substantially in the form set forth in the form of
Bond attached hereto as Exhibit "A" shall have been duly executed by the
Trustee, and such executed certificate of authentication upon any such Bond
shall be conclusive evidence that such Bond has been authenticated and delivered
under this Indenture. The certificate of authentication on any Bond shall be
deemed to have been executed by the Trustee if signed by an authorized signatory
of the Trustee but it shall not be necessary that the same signatory execute the
certificate of authentication on all of the Bonds.

     In the event that any Bond is deemed tendered to the Trustee as provided in
Section 4.01 or 4.02 hereof but is not physically so tendered, the Issuer shall
execute and the Trustee shall authenticate a new Bond of like denomination of
that deemed tendered.

     SECTION 2.10 FORM OF BONDS.

     The Bonds and the certificate of authentication to be endorsed thereon are
to be in substantially the form set forth in Exhibit "A" attached hereto, with
appropriate variations, omissions and insertions as permitted or required by
this Indenture.

     SECTION 2.11 AUTHENTICATION AND DELIVERY OF BONDS.

                                       14
<Page>

     Prior to the authentication and delivery by the Trustee of the Bonds, there
shall be filed or deposited with the Trustee:

          (a) a copy, certified by the Chairman or Vice Chairman of the Issuer,
     of all resolutions adopted and proceedings had by the Issuer authorizing
     the issuance of the Bonds, including the resolution authorizing the
     execution, delivery and performance of this Indenture and the Agreement;

          (b) the original executed Letter of Credit;

          (c) the opinion of Bond Counsel approving the validity of the Bonds
     and confirming the exclusion from gross income of interest on the Bonds;
     and

          (d) a request and authorization to the Trustee on behalf of the Issuer
     and signed by an authorized officer of the Issuer to authenticate and
     deliver the Bonds in such specified denominations as permitted herein to
     purchasers thereof upon payment to the Trustee, but for the account of the
     Issuer, of a specified sum of money. Upon payment of the proceeds to the
     Trustee, the Trustee shall deposit the proceeds pursuant to Article VI
     hereof.

     SECTION 2.12 MUTILATED, LOST, STOLEN OR DESTROYED BONDS.

     In the event any Bond is mutilated, lost, stolen, or destroyed, the Issuer
shall execute and the Trustee shall authenticate a new Bond of like date and
denomination as that mutilated, lost, stolen or destroyed, provided that, in the
case of any mutilated Bond, such mutilated Bond shall first be surrendered to
the Issuer or the Trustee, and in the case of any lost, stolen, or destroyed
Bond, there first shall be furnished to the Issuer and the Trustee evidence of
such loss, theft or destruction satisfactory to the Issuer and the Trustee,
together with an indemnity satisfactory to them. In the event any such Bond
shall have matured, the Trustee, instead of issuing a duplicate Bond, may pay
the same without surrender thereof, making such requirements as it deems fit for
its protection, including a lost instrument bond. The Issuer and the Trustee may
charge the Owner of such Bond with their reasonable fees and expenses for such
service. In authenticating a new Bond, the Trustee may conclusively assume that
the Issuer is satisfied with the adequacy of the evidence presented concerning
the mutilation, loss, theft or destruction of any Bond or with any indemnity
furnished in connection therewith if, after notification of the same, the
Trustee has not received within two days following such notification written
notice from the Issuer to the contrary.

     SECTION 2.13 TRANSFER OF BONDS; PERSONS TREATED AS OWNERS.

     The Trustee shall keep books for the transfer of the Bonds as provided in
this Indenture. Upon surrender for transfer of any Bond at the Principal Office
of the Trustee, duly endorsed for transfer or accompanied by an assignment duly
executed by the Owner or his attorney duly authorized in writing, the Issuer
shall execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Bond or Bonds in authorized denominations for a
like aggregate principal amount. Subject to the provisions of Section 2.16
hereof relating to the transfer of ownership of Bonds held in the Book-Entry
System, any Bond, upon surrender thereof at the Principal Office of the Trustee
duly endorsed for transfer or accompanied by an

                                       15
<Page>

assignment duly executed by the Owner or its attorney duly authorized in
writing, may, at the option of the Owner thereof, be exchanged for an equal
aggregate principal amount of Bonds of any denominations authorized by this
Indenture in an aggregate principal amount equal to the principal amount of such
Bond. In each case, the Trustee may require the payment by the Owner of the Bond
requesting exchange or transfer of any tax or other governmental charge required
to be paid with respect to such exchange or transfer.

     The Trustee shall not be required to exchange or register a transfer of (a)
any Bonds during the fifteen day period next preceding the selection of Bonds to
be redeemed and thereafter until the date of the mailing of a notice of
redemption of Bonds selected for redemption, or (b) any Bonds selected, called
or being called for redemption in whole or in part except, in the case of any
Bond to be redeemed in part, the portion thereof not so to be redeemed; provided
that the foregoing shall not apply to the registration or transfer of any Bond
which has been tendered to the Trustee pursuant to Section 4.02 hereof, and in
any such case, for purposes of selection for redemption, the Bond so tendered
and the Bond issued to the transferee thereof pursuant to Section 4.04 hereof
shall be deemed and treated as the same Bond. If any Bond shall be transferred
and delivered pursuant to Section 4.04(a) hereof after such Bond has been (i)
called for redemption, (ii) accelerated pursuant to Section 9.02, or (iii)
tendered pursuant to Sections 4.01 or 4.02, the Trustee shall deliver to such
transferee a copy of the applicable redemption notice, acceleration notice, or
tender notice indicating that the Bond delivered to such transferee has
previously been called for redemption, acceleration or tender, and such Bonds
shall not be delivered by the Trustee to the transferee until the transferee
shall acknowledge receipt of such notice in writing.

     Subject to the provisions of Section 2.16 hereof relating to Bonds held in
the Book-Entry System, the Trustee and the Issuer may treat the person in whose
name a Bond is registered as the absolute Owner thereof for all purposes, and
neither the Issuer nor the Trustee shall be bound by any notice or knowledge to
the contrary, but such registration may be changed as hereinabove provided. All
payments made to the Owner shall be valid and effectual to satisfy and discharge
the liability upon such Bond to the extent of the sum or sums so paid.

     SECTION 2.14 DESTRUCTION OF BONDS.

     Subject to the provisions of Section 2.16 hereof relating to Bonds held in
the Book-Entry System, whenever any Outstanding Bond shall be delivered to the
Trustee for cancellation pursuant to this Indenture, or for replacement pursuant
to Section 2.12 hereof, such Bond shall be promptly cancelled and cremated or
otherwise destroyed by the Trustee, and, upon the request of the Company and the
Issuer, counterparts of a certificate of destruction evidencing such cremation
or other destruction shall be furnished by the Trustee to the Issuer and the
Company.

     SECTION 2.15 TEMPORARY BONDS.

     Until Bonds in definitive form are ready for delivery, the Issuer may
execute, and upon the request of the Issuer, the Trustee shall authenticate and
deliver, subject to the provisions, limitations and conditions set forth above,
one or more Bonds in temporary form, whether printed, typewritten, lithographed
or otherwise produced, substantially in the form of the definitive Bonds, with
appropriate omissions, variations and insertions, and in authorized

                                       16
<Page>

denominations. Until exchanged for Bonds in definitive form, such Bonds in
temporary form shall be entitled to the liens and benefits of this Indenture.

     Upon presentation and surrender of any Bond or Bonds in temporary form, the
Issuer shall, at the request of the Trustee, execute and deliver to the Trustee,
and the Trustee shall authenticate and deliver, in exchange therefor, a Bond or
Bonds in definitive form. Such exchange shall be made by the Trustee without
making any charge therefor to the Owner of such Bond in temporary form.
Notwithstanding the foregoing, Bonds in definitive form may be issued hereunder
in typewritten form.

     SECTION 2.16 BOOK-ENTRY SYSTEM.

     Upon the initial issuance and delivery of the Bonds, the Bonds shall be
issued in the name of the Securities Depository or its nominee, as registered
owner of the Bonds, and held in the custody of the Securities Depository or its
designee. A single certificate (or such number of certificates required by the
procedures of the Securities Depository) will be issued and delivered to the
Securities Depository (or its designee) for the Bonds, and the Beneficial Owners
will not receive physical delivery of Bond certificates except as provided
herein. For so long as the Securities Depository shall continue to serve as
securities depository for the Bonds as provided herein, all transfers of
beneficial ownership interests will be made by book-entry only, and no investor
or other party purchasing, selling or otherwise transferring beneficial
ownership of Bonds is to receive, hold or deliver any Bond certificate. The
Issuer, the Company and the Trustee will recognize the Securities Depository or
its nominee as the Owner for all purposes, including notices.

     The Issuer, the Company, the Trustee and the Remarketing Agent may rely
conclusively upon (i) a certificate of the Securities Depository as to the
identity of the Participants in the Book-Entry System with respect to the Bonds
and (ii) a certificate of any such Participant as to the identity of, and the
respective principal amount of Bonds beneficially owned by, the Beneficial
Owners.

     Whenever, during the term of the Bonds, the beneficial ownership thereof is
determined by a Book-Entry System at the Securities Depository, the requirements
in this Indenture of holding, delivering or transferring Bonds shall be deemed
modified to require the appropriate person to meet the requirements of the
Securities Depository as to registering or transferring the book-entry Bonds to
produce the same effect. Any provision hereof permitting or requiring delivery
of Bonds shall, while the Bonds are in the Book-Entry System, be satisfied by
the notation on the books of the Securities Depository in accordance with
applicable state law.

     Except as otherwise specifically provided in this Indenture and the Bonds
with respect to the rights of Participants and Beneficial Owners, when a
Book-Entry System is in effect, the Issuer, the Trustee, the Remarketing Agent
and the Company may treat the Securities Depository (or its nominee) as the sole
and exclusive owner of the Bonds registered in its name for the purposes of (i)
payment of the principal or Purchase Price of, premium, if any, and interest on
the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice
permitted or required to be given to Bondholders under this Indenture, and (iii)
the giving of any direction or consent or the making of any request by the
Bondholders hereunder, and none of the Issuer, the

                                       17
<Page>

Trustee, the Remarketing Agent nor the Company shall be affected by any notice
to the contrary. None of the Issuer, the Company, the Trustee or the Remarketing
Agent will have any responsibility or obligations to the Securities Depository,
any Participant, any Beneficial Owner or any other person which is not shown on
the Bond Register, with respect to (i) the accuracy of any records maintained by
the Securities Depository or any Participant; (ii) the payment by the Securities
Depository or by any Participant of any amount due to any Beneficial Owner in
respect of the principal amount or redemption or Purchase Price of, or interest
on, any Bonds; (iii) the delivery of any notice by the Securities Depository or
any Participant; (iv) the selection of the Participants or the Beneficial Owners
to receive payment in the event of any partial redemption of the Bonds; or (v)
any consent given or any other action taken by the Securities Depository or any
Participant. The Trustee shall pay all principal of, premium, if any, and
interest on the Bonds registered in the name of a nominee of the Securities
Depository only to or "upon the order of" the Securities Depository (as that
term is used in the Uniform Commercial Code as adopted in Tennessee), and all
such payments shall be valid and effective to fully satisfy and discharge the
Company's obligations with respect to the principal of, premium, if any, and
interest on such Bonds to the extent of the sum or sums so paid.

     The Book-Entry System may be discontinued by the Trustee and the Issuer, at
the direction and expense of the Company, and the Issuer and the Trustee will
cause the delivery of Bond certificates to such Beneficial Owners of the Bonds
and registered in the names of such Beneficial Owners as shall be specified to
the Trustee by the Securities Depository in writing, under the following
circumstances:

          (a) The Securities Depository determines to discontinue providing its
     service with respect to the Bonds and no successor Securities Depository is
     appointed as described above. Such a determination may be made at any time
     by giving 30 days' notice to the Issuer, the Company and the Trustee and
     discharging its responsibilities with respect thereto under applicable law.

          (b) The Company determines not to continue the Book-Entry System
     through a Securities Depository.

     In the event the Book-Entry System is discontinued, the Trustee shall mail
a notice to the Securities Depository for distribution to the Beneficial Owners
stating that the Securities Depository will no longer serve as securities
depository, the procedures for obtaining Bonds and the provisions of this
Indenture which govern the Bonds, including, but not limited to, provisions
regarding authorized denominations, transfer and exchange, principal and
interest payment and other related matters.

     When the Book-Entry System is not in effect, all references herein to the
Securities Depository shall be of no further force or effect and the Trustee
shall, at the expense of the Company, issue Bonds directly to the Beneficial
Owners.

     The Trustee reserves the right to initially issue the Bonds directly to the
Beneficial Owners of the Bonds if the Trustee receives an opinion of Bond
Counsel that determines that use of the Book-Entry System would cause the
interest on the Bonds to be included in gross income of the Owners for federal
income tax purposes.

                                       18
<Page>

                                   ARTICLE III

                       REDEMPTION OF BONDS BEFORE MATURITY

     SECTION 3.01 EXTRAORDINARY REDEMPTION.

     During any Long Term Period, the Bonds are subject to redemption in whole
by the Issuer, at the option of the Company, at a redemption price of 100% of
the Outstanding principal amount thereof plus accrued interest to the redemption
date, in the event all or substantially all of the Project shall have been
damaged or destroyed, or there occurs the condemnation of all or substantially
all of the Project or the taking by eminent domain of such use or control of the
Project as to render it, in the judgment of the Company, unsatisfactory for its
intended use for a period of time longer than one year.

     SECTION 3.02 OPTIONAL REDEMPTION BY THE COMPANY.

     During any Daily Period or Weekly Period, the Bonds are subject to
redemption by the Issuer, at the option of the Company, in whole at any time or
in part on any Interest Payment Date, less than all of such Bonds to be selected
by lot or in such other manner as the Trustee shall determine (except as
otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the
Outstanding principal amount thereof plus accrued interest to the redemption
date.

     On any Conversion Date or on the day following the end of the Calculation
Period if such day is the end of the Calculation Period for all Bonds, the Bonds
are subject to redemption by the Issuer, at the option of the Company, in whole
or in part, less than all of such Bonds to be selected by lot or in such manner
as the Trustee shall determine (except as otherwise provided in Section 3.06
hereof), at a redemption price of 100% of the Outstanding principal amount
thereof plus accrued interest to the redemption date.

     During any Long Term Period, the Bonds are subject to redemption by the
Issuer, at the option of the Company, on or after the First Optional Redemption
Date, in whole at any time or in part on any Interest Payment Date, less than
all of such Bonds to be selected by lot or in such other manner as the Trustee
shall determine (except as otherwise provided in Section 3.06 hereof), at the
redemption prices (expressed as percentages of principal amount) set forth in
the following table plus accrued interest to the redemption date:

<Table>
<Caption>
          REDEMPTION DATES                                                REDEMPTION PRICES
<S>                                                                             <C>
First Optional Redemption Date through
the last day of the twelfth calendar month
following such First Optional Redemption Date                                   102%

First anniversary of the First Optional
Redemption Date through the last day of the
twelfth calendar month following such first anniversary                         101%
</Table>

                                       19
<Page>

<Table>
<S>                                                                             <C>
Second anniversary of the First Optional
Redemption Date and thereafter                                                  100%
</Table>

     SECTION 3.03 NOTICE OF REDEMPTION.

          (a) Notice of the call for redemption, identifying the Bonds or
     portions thereof to be redeemed, shall be given by the Trustee by mailing a
     copy of the redemption notice by first class mail at least 30 days but not
     more than 60 days prior to the date fixed for redemption to the Owner of
     each Bond to be redeemed in whole or in part at the address shown on the
     registration books. Any notice mailed as provided in this Section 3.03
     shall be conclusively presumed to have been duly given, whether or not the
     Owner receives the notice.

          Failure to mail any such notice, or the mailing of defective notice,
     to any Owner, shall not affect the proceeding for redemption as to any
     Owner to whom proper notice is mailed. Notwithstanding the foregoing
     provisions of this Section 3.03, delivery by the Trustee of a copy of a
     redemption notice to a transferee of a Bond which has been called for
     redemption, pursuant to the requirements of Section 2.12 hereof, shall be
     deemed to satisfy the requirements of the first sentence of this Section
     3.03 with respect to any such transferee.

          (b) In addition to the foregoing notice, further notice shall be given
     by the Trustee as set out below, but no defect in said further notice nor
     any failure to give all or any portion of such further notice shall in any
     manner defeat the effectiveness of a call for redemption if notice thereof
     is given as prescribed in (a) above. Each further notice of redemption
     given hereunder shall contain the information required in (a) above for an
     official notice of redemption plus (i) the CUSIP numbers of all Bonds being
     redeemed; (ii) the date of issue of the Bonds as originally issued; (iii)
     the rate of interest borne by each Bond being redeemed; (iv) the maturity
     date of each Bond being redeemed; and (v) any other descriptive information
     needed to identify accurately the Bonds being redeemed. Each further notice
     of redemption shall be sent at least 30 days before the redemption date by
     registered or certified mail, or overnight delivery service, to all of the
     following registered securities depositories then in the business of
     holding substantial amounts of bonds of the type comprising the Bonds (such
     depositories now being The Depository Trust Company of New York, New York;
     Midwest Securities Trust Company of Chicago, Illinois; and Philadelphia
     Depository Trust Company of Philadelphia, Pennsylvania) and to one or more
     national information services that disseminate notices of redemption of
     bonds such as the Bonds (such as Financial Information Inc.'s Financial
     Daily Called Bond Service, Interactive Data Corporation's Bond Service,
     Kenny Information Service's Called Bond Service, Moody's Investors
     Service's Municipal and Government and Standard & Poor's Called Bond
     Record). Upon the payment of the redemption price of Bonds being redeemed,
     each check or other transfer of funds issued for such purpose shall bear
     the CUSIP number identifying, by issue and maturity, the Bonds being
     redeemed with the proceeds of such check or other transfer.

                                       20
<Page>

     SECTION 3.04 REDEMPTION PAYMENTS.

     Pursuant to Section 6.12 hereof, during any Credit Facility Period, the
Trustee is authorized and directed to draw upon the Credit Facility in order to
provide for the payment of the redemption price of the Bonds called for
redemption, and is hereby authorized and directed to apply such funds to the
payment of the principal of the Bonds or portions thereof called, together with
accrued interest thereon to the redemption date. In the event the Bonds called
for redemption are not secured by a Credit Facility, then if on or prior to the
date fixed for redemption, sufficient moneys shall be on deposit with the
Trustee to pay the redemption price of the Bonds called for redemption, the
Trustee is hereby authorized and directed to apply such funds to the payment of
the principal of the Bonds or portions thereof called, together with accrued
interest thereon to the redemption date and any required premium. Upon the
giving of notice and the deposit of moneys for redemption at the required times
on or prior to the date fixed for redemption, as provided in this Article,
interest on the Bonds or portions thereof thus called shall no longer accrue
after the date fixed for redemption.

     SECTION 3.05 CANCELLATION.

     All Bonds which have been redeemed shall not be reissued but shall be
canceled and cremated or otherwise destroyed by the Trustee in accordance with
Section 2.14 hereof.

     SECTION 3.06 PARTIAL REDEMPTION OF BONDS.

          (a) Upon surrender of any Bond for redemption in part only, the Issuer
     shall execute and the Trustee shall authenticate and deliver to the Owner
     thereof a new Bond or Bonds of authorized denominations, in an aggregate
     principal amount equal to the unredeemed portion of the Bond surrendered.

          (b) During any Daily Period, Weekly Period or Commercial Paper Period,
     during which the authorized denominations are $100,000 or integral
     multiples of $5,000 in excess thereof, in the event a Bond is of a
     denomination larger than $100,000, a portion of such Bond may be redeemed,
     but Bonds shall be redeemed only in an amount that causes the unredeemed
     portion to be in the principal amount of $100,000 or any integral multiple
     of $5,000 in excess thereof.

          (c) During any Long Term Period, in case a Bond is of a denomination
     larger than $5,000, a portion of such Bond ($5,000 or any integral multiple
     thereof) may be redeemed, but Bonds shall be redeemed only in the principal
     amount of $5,000 or any integral multiple thereof.

          (d) Notwithstanding anything to the contrary contained in this
     Indenture, whenever the Bonds which are not held in a Book-Entry System are
     to be redeemed in part, such Bonds which are Pledged Bonds at the time of
     selection of Bonds for redemption shall be selected for redemption prior to
     the selection of any other Bonds. If the aggregate principal amount of
     Bonds to be redeemed exceeds the aggregate principal amount of Pledged
     Bonds at the time of selection, the Trustee may select for redemption Bonds
     in an aggregate principal amount equal to such excess by lot or in such
     other manner as the Trustee may determine.

                                       21
<Page>

                                   ARTICLE IV

                 MANDATORY PURCHASE DATE; DEMAND PURCHASE OPTION

     SECTION 4.01 MANDATORY PURCHASE OF BONDS ON MANDATORY PURCHASE DATE.

          (a) The Bonds shall be subject to mandatory tender by the Owners
     thereof for purchase on each Mandatory Purchase Date.

          (b) Except when the Bonds are subject to mandatory tender on a day
     immediately following the end of a Calculation Period, the Trustee shall
     deliver or mail by first class mail a notice in substantially the form of
     Exhibit "B" attached hereto at least fifteen days prior to the Mandatory
     Purchase Date to the Owners of the Bonds at the address shown on the
     registration books of the Issuer. When the Bonds are subject to mandatory
     tender on the day immediately following the end of a Calculation Period,
     the Trustee is not required to deliver or mail any notice to the Owners of
     the Bonds. Any notice given by the Trustee as provided in this Section
     shall be conclusively presumed to have been duly given, whether or not the
     Owner receives the notice. Failure to mail any such notice, or the mailing
     of defective notice, to any Owner, shall not affect the proceeding for
     purchase as to any Owner to whom proper notice is mailed. The Trustee shall
     provide the Company (and any Credit Provider) with a copy of any notice
     delivered to the Owners of the Bonds pursuant to this Section 4.01.

          (c) Owners of Bonds shall be required to tender their Bonds to the
     Trustee for purchase at the Purchase Price, no later than 10:30 A.M. New
     York City time on the Mandatory Purchase Date, and any such Bonds not so
     tendered by such time on the Mandatory Purchase Date ("Untendered Bonds")
     shall be deemed to have been purchased pursuant to this Section 4.01. In
     the event of a failure by an Owner of Bonds to tender its Bonds on or prior
     to the Mandatory Purchase Date, said Owner shall not be entitled to any
     payment (including any interest to accrue subsequent to the Mandatory
     Purchase Date) other than the Purchase Price for such Untendered Bonds, and
     any Untendered Bonds shall no longer be entitled to the benefits of this
     Indenture, except for the purpose of payment of the Purchase Price
     therefor.

     SECTION 4.02 DEMAND PURCHASE OPTION.

     Any Bond bearing interest at the Daily Rate or the Weekly Rate shall be
purchased from the Owners thereof on any Tender Date at the Purchase Price, as
provided below:

          (a) While the Book-Entry System is not in effect:

               (i) delivery to the Trustee at its Principal Office and to the
          Remarketing Agent at its Principal Office of a written notice (said
          notice to be irrevocable and effective upon receipt) which (1) states
          the aggregate principal amount and Bond numbers of the Bonds to be
          purchased; and (2) states the date on which such Bonds are to be
          purchased; and

                                       22
<Page>

               (ii) delivery to the Trustee at its Delivery Office at or prior
          to 10:30 A.M. New York City time on the date designated for purchase
          in the notice described in (i) above of such Bonds to be purchased,
          with an appropriate endorsement for transfer or accompanied by a bond
          power endorsed in blank.

          (b) While the Book-Entry System is in effect, the ownership interest
     of any Beneficial Owner of a Bond or portion thereof in an authorized
     denomination shall be purchased at the Purchase Price if such Beneficial
     Owner causes the Participant through whom such Beneficial Owner holds such
     Bonds to (i) deliver to the Trustee at its Principal Office and to the
     Remarketing Agent at its Principal Office a notice which (1) states the
     aggregate amount of the beneficial ownership interest to be purchased, and
     (2) states the date on which such beneficial interest is to be purchased;
     and (ii) on the same date as delivery of the notice referred to in (i)
     above, deliver a notice to the Securities Depository irrevocably
     instructing it to transfer on the registration books of the Securities
     Depository the beneficial ownership interests in such Bond or portion
     thereof to the account of the Trustee, for settlement on the purchase date
     on a "free delivery" basis with a copy of such notice delivered to the
     Trustee on the same date.

          (c) With respect to Bonds bearing interest at the Daily Rate, the
     written notices described in Section 4.02(a) or (b), above, shall be
     delivered not later than 10:30 A.M., New York City time on the Tender Date
     and, if the Book-Entry System is not in effect, shall be accompanied by the
     Bonds referenced in such notices.

     SECTION 4.03 FUNDS FOR PURCHASE OF BONDS.

     On the date Bonds are to be purchased pursuant to Sections 4.01 or 4.02
hereof, such Bonds shall be purchased at the Purchase Price only from the funds
listed below. Subject to the provisions of Section 6.12(c) hereof, funds for the
payment of the Purchase Price shall be derived from the following sources in the
order of priority indicated:

          (a) the proceeds of the sale of such Bonds which have been remarketed
     by the Remarketing Agent and which proceeds are on deposit with the Trustee
     prior to 12:00 Noon New York City time on the Tender Date but, during any
     Credit Facility Period, only if such Bonds were purchased by an entity
     other than the Company or the Issuer, or any affiliate of the foregoing;

          (b) moneys drawn by the Trustee under the Credit Facility, during any
     Credit Facility Period, pursuant to Section 6.12 hereof; and

          (c) any other moneys furnished to the Trustee and available for such
     purpose.

     SECTION 4.04 DELIVERY OF PURCHASED BONDS.

          (a) Bonds purchased with moneys described in Section 4.03(a) hereof
     shall be delivered by the Trustee, at its Delivery Office, to or upon the
     order of the purchasers thereof and beneficial interests so purchased shall
     be registered on the books of the Securities Depository in the name of the
     Participant through whom the new Beneficial Owner has purchased such
     beneficial interest; provided, however, that during any Credit

                                       23
<Page>

     Facility Period, the Trustee shall not deliver any Bonds and there shall
     not be registered any beneficial ownership as with respect to Bonds as
     described in this paragraph with respect to Bonds which were Pledged Bonds
     until the Credit Provider has confirmed that the Credit Facility has been
     reinstated in full.

          (b) Bonds purchased with moneys described in Section 4.03(b) hereof
     shall be delivered by the Trustee to or upon the order of the Credit
     Provider and shall, if requested by the Credit Provider, be marked with a
     legend indicating that they are Pledged Bonds.

          (c) Bonds purchased with moneys described in Section 4.03(c) hereof
     shall, at the direction of the Company, (i) be delivered as instructed by
     the Company, or (ii) be delivered to the Trustee for cancellation;
     provided, however, that any Bonds so purchased after the selection thereof
     by the Trustee for redemption shall be delivered to the Trustee for
     cancellation.

          (d) While the Book-Entry System is in effect with respect to the
     Bonds, delivery of Bonds for purchase shall be deemed to have occurred upon
     transfer of ownership interests therein to the account of the Trustee on
     the books of the Securities Depository.

          (e) While the Book-Entry System is in effect, payment of the Purchase
     Price of beneficial ownership interests tendered pursuant to Section
     4.02(b) hereof shall be made by payment to the Participant from whom the
     notice of tender is received from the sources provided herein for the
     purchase of Bonds. The Trustee shall hold beneficial ownership interests of
     Bonds delivered to it pursuant to Section 4.02(b) hereof pending settlement
     in trust for the benefit of the Participant from whom the beneficial
     interests in the Bonds are received.

     Except as provided above, Bonds delivered as provided in this Section shall
be registered in the manner directed by the recipient thereof.

     SECTION 4.05 DELIVERY OF PROCEEDS OF SALE OF PURCHASED BONDS.

     Except in the case of the sale of any Pledged Bonds, the proceeds of the
sale of any Bonds delivered to the Trustee pursuant to Section 4.01 or 4.02
hereof, to the extent not required to pay the Purchase Price thereof in
accordance with Section 4.03 hereof, shall be paid to or upon the order of the
Credit Provider, to the extent required to satisfy the obligations of the
Company under the Credit Agreement, and the balance, if any, shall be paid to or
upon the order of the Company.

     SECTION 4.06 DUTIES OF TRUSTEE WITH RESPECT TO PURCHASE OF BONDS.

          (a) The Trustee shall hold all Bonds delivered to it pursuant to
     Section 4.01 or 4.02 hereof in trust for the benefit of the respective
     Owners of Bonds which shall have so delivered such Bonds until moneys
     representing the Purchase Price of such Bonds shall have been delivered to
     or for the account of or to the order of such Owners of Bonds;

                                       24
<Page>

          (b) The Trustee shall hold all moneys delivered to it pursuant to this
     Indenture for the purchase of Bonds in a separate account, in trust for the
     benefit of the person or entity which shall have so delivered such moneys
     until the Bonds purchased with such moneys shall have been delivered to or
     for the account of such person or entity, and after such delivery, in trust
     for the benefit of the person or entity who have not tendered or received
     payment for their Bonds;

          (c) The Trustee shall deliver to the Company, the Remarketing Agent
     and, during any Credit Facility Period, the Credit Provider, a copy of each
     notice delivered to it in accordance with Section 4.02 hereof and,
     immediately upon the delivery to it of Bonds in accordance with said
     Section 4.02, give telephonic or telegraphic notice to the Company, the
     Remarketing Agent and the Credit Provider, during any Credit Facility
     Period, specifying the principal amount of the Bonds so delivered; and

          (d) During any Credit Facility Period, the Trustee shall draw moneys
     under the Credit Facility as provided in Section 6.12 hereof to the extent
     required to provide for timely payment of the Purchase Price of Bonds in
     accordance with the provisions of Section 4.03 hereof.

     SECTION 4.07 REMARKETING OF BONDS.

     The Remarketing Agent shall remarket, in accordance with the terms of the
Remarking Agreement, Bonds or beneficial interests tendered pursuant to the
terms of Sections 4.01 and 4.02 hereof at a price equal to the principal amount
thereof plus accrued interest thereon from the last previous Interest Payment
Date upon which interest has been paid to the date of such remarketing. The
Trustee shall not authenticate and release Bonds or beneficial interests in
Bonds prior to 12:00 Noon New York City time on the date of any remarketing.

     Section 4.08 Purchase by Credit Provider in Lieu of Redemption or
Acceleration.

     Notwithstanding any provisions herein to the contrary, upon any draw upon
the Credit Facility which would cause the Bonds to be called for redemption or
to be paid, the Credit Provider shall have the option to purchase such Bonds in
lieu of such redemption or payment, such purchase to occur on the date otherwise
scheduled for such redemption or payment, at a purchase price equal to 100% of
the principal amount of the Bonds, plus accrued interest and premium, if any, to
the purchase date.

                                       25
<Page>

                                    ARTICLE V

                                GENERAL COVENANTS

     SECTION 5.01 PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

     The Issuer covenants that it will promptly pay or cause to be paid the
principal of, premium, if any, and interest on every Bond issued under this
Indenture at the place, on the dates, and in the manner provided herein and in
said Bonds according to the true intent and meaning thereof, but solely from the
amounts pledged therefor which are from time to time held by the Trustee in the
various accounts of the Bond Fund. The principal of, premium, if any, and
interest on the Bonds are payable from the amounts to be paid under the
Agreement and otherwise as provided herein and in the Agreement, which amounts
are hereby specifically pledged to the payment thereof in the manner and to the
extent herein specified, and nothing in the Bonds or in this Indenture shall be
construed as pledging any other funds or assets of the Issuer.

     Neither the Issuer, the State, nor any political subdivision of the State
shall in any event be liable for the payment of the principal of, premium, if
any, or interest on any of the Bonds or for the performance of any pledge,
obligation or agreement undertaken by the Issuer except to the extent that the
moneys pledged herein are sufficient therefor. No Owner of any Bonds has the
right to compel any exercise of taxing power of the State or any political
subdivision thereof to pay the Bonds or the interest thereon, and the Bonds do
not constitute an indebtedness of the Issuer, the State or any political
subdivision of the State, or a loan of credit of any of the foregoing within the
meaning of any constitutional or statutory provision.

     SECTION 5.02 PERFORMANCE OF COVENANTS.

     The Issuer covenants that it will faithfully perform at all times any and
all covenants, undertakings, stipulations and provisions contained in this
Indenture and in the Agreement, in any and every Bond executed, authenticated
and delivered hereunder and in all of its proceedings pertaining hereto. The
Issuer covenants that it is duly authorized under the Constitution and laws of
the State, including particularly and without limitation the Act, to issue the
Bonds authorized hereby and to execute this Indenture, to assign the Agreement,
and to pledge the amounts to be paid under the Agreement and other amounts
hereby pledged in the manner and to the extent herein set forth, that all action
on its part for the issuance of the Bonds and the execution and delivery of this
Indenture has been duly and effectively taken, and that the Bonds in the hands
of the Owners thereof are and will be valid and enforceable limited obligations
of the Issuer according to the terms thereof and hereof.

     SECTION 5.03 INSTRUMENTS OF FURTHER ASSURANCE.

     The Issuer will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, such indentures supplemental hereto and
such further acts, instruments and transfers as the Trustee may reasonably
require for the better assuring, transferring, conveying, pledging, assigning
and confirming unto the Trustee all and singular the

                                       26
<Page>

amounts pledged hereby to the payment of the principal of, premium, if any, and
interest on the Bonds. The Issuer, except as herein and in the Agreement
provided, will not sell, convey, mortgage, encumber or otherwise dispose of any
part of the amounts, revenues and receipts payable under the Agreement or its
rights under the Agreement.

     SECTION 5.04 RECORDING AND FILING.

     The Company has agreed pursuant to the Agreement that it will cause all
financing statements related to this Indenture and all supplements hereto and
all continuations thereof to be recorded and filed in such manner and in such
places as may from time to time be required by law in order to preserve and
protect fully the security of the Owners of the Bonds and the rights of the
Trustee hereunder, and to take or cause to be taken any and all other action
necessary to perfect the security interest created by this Indenture.

     SECTION 5.05 INSPECTION OF BOOKS.

     All books and records, if any, in the Issuer's possession relating to the
Project and the amounts derived from the Project shall at all reasonable times
be open to inspection by such accountants or other agents as the Trustee may
from time to time designate.

     SECTION 5.06 LIST OF OWNERS OF BONDS.

     The Trustee will keep on file a list of names and addresses of the Owners
of all Bonds as from time to time registered on the registration books
maintained by the Trustee, together with the principal amount and numbers of
such Bonds owned by each such Owner. At reasonable times and under reasonable
regulations established by the Trustee, said list may be inspected and copied
for any purpose by the Company or by the Owners (or a designated representative
thereof) of fifteen percent (15%) or more in aggregate principal amount of
Outstanding Bonds, such possession or ownership and the authority of such
designated representative to be evidenced to the satisfaction of the Trustee.

     SECTION 5.07 RIGHTS UNDER AGREEMENT.

     The Agreement, a duly executed counterpart of which has been filed with the
Trustee, sets forth the covenants and obligations of the Issuer and the Company,
and reference is hereby made to the Agreement for a detailed statement of said
covenants and obligations of the Company thereunder, and the Issuer agrees that
the Trustee in its name or in the name of the Issuer may enforce all rights of
the Issuer (other than Reserved Rights) and all obligations of the Company under
and pursuant to the Agreement for and on behalf of the Owners of Bonds, whether
or not the Issuer is in default hereunder.

     SECTION 5.08 ISSUER'S ELECTION TO ISSUE BONDS PURSUANT TO
SECTION 144(a)(4).

     The Issuer hereby elects to have the $10,000,000 limitation set forth in
Section 144(a)(4) of the Code apply to the Bonds and agrees to take all actions
necessary to assure compliance with the provisions of said Section.

                                       27
<Page>

     SECTION 5.09 UNDERTAKING TO PROVIDE ONGOING DISCLOSURE.

     If the Conversion Option to elect a Long Term Period or a Commercial Paper
Period is elected, the Company has undertaken to provide ongoing disclosure for
the benefit of the Bondholders pursuant to Section (b)(5)(i) of Securities and
Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as
amended (17 CFR Part 240 Section. 240.15C2-12) in Section 6.06 of the Agreement,
which undertaking is hereby assigned bY the Issuer to the Trustee for the
benefit of the Owners. Such assignment is a present absolute assignment and not
the assignment of a security interest. Section 6.06 of the Agreement shall be
enforceable by any Owner and the Trustee.

     SECTION 5.10 NOTICE OF CONTROL.

     The Trustee agrees to provide written notice to the Bondholders promptly
following receipt of any notice from the Company pursuant to Section 6.07 of the
Agreement.

                                       28
<Page>

                                   ARTICLE VI

                               REVENUES AND FUNDS

     SECTION 6.01 CREATION OF THE BOND FUND.

     There is hereby created and established with the Trustee a trust fund to be
designated "The Industrial Development Board of White County, Tennessee - Bond
Fund, Genlyte Thomas Group, LLC Project," which shall be used to pay when due
the principal and Purchase Price of, premium, if any, and interest on the Bonds.
Within the Bond Fund there is hereby created and established certain trust
accounts, to be designated the "General Account," the "Credit Facility Account,"
and the "Remarketing Account." Moneys drawn under the Credit Facility (if any)
shall be deposited in the Credit Facility Account and shall be held separate and
apart from moneys derived from any other source. Moneys received from the
Remarketing Agent shall be deposited in the Remarketing Account and shall be
held separate and apart from moneys derived from any other source. Unless
otherwise specified, all moneys received by the Trustee for deposit into the
Bond Fund shall be credited to the General Account. Any reference herein to the
"Bond Fund" without further qualification or explanation shall, unless the
context indicates otherwise, constitute a reference to the General Account.

     SECTION 6.02 PAYMENTS INTO THE BOND FUND.

     There shall be deposited into the Bond Fund from time to time the
following:

          (a) in the Credit Facility Account, moneys drawn under the Credit
     Facility (during any Credit Facility Period);

          (b) in the Remarketing Account, moneys received by the Trustee from
     the proceeds of the remarketing of the Bonds; and

          (c) in the General Account, all other moneys received by the Trustee
     under and pursuant to any of the provisions hereof or of the Agreement
     which are required to be or which are accompanied by directions that such
     moneys are to be paid into the Bond Fund.

     SECTION 6.03 USE OF MONEYS IN THE BOND FUND.

     Except as provided in Sections 4.03, 4.05, 4.06 and 6.11 hereof, moneys in
the various accounts of the Bond Fund shall be used solely for the payment of
the principal of, premium, if any, and interest on the Bonds and for the
redemption of the Bonds prior to maturity. Subject to the provisions of Section
6.12 hereof, funds for such payments of the principal of and premium, if any,
and interest on the Bonds shall be derived from the following sources in the
order of priority indicated:

          (a) moneys drawn by the Trustee under the Credit Facility during any
     Credit Facility Period;

                                       29
<Page>

          (b) moneys deposited into the Remarketing Account of the Bond Fund
     pursuant to Section 4.05 hereof, representing the accrued interest paid by
     the purchaser of Pledged Bonds; and

          (c) any other moneys furnished to the Trustee and available for such
     purpose.

     SECTION 6.04 PAYMENT OF BONDS WITH PROCEEDS OF REFUNDING BONDS.

     The principal of and interest on the Bonds may be paid from the proceeds of
the sale of refunding obligations if, in the opinion of nationally recognized
counsel experienced in bankruptcy matters, which opinion shall be satisfactory
to the rating agency (if any) then providing the rating borne by the Bonds, the
application of such refunding proceeds will not constitute a voidable preference
in the event of the occurrence of an Act of Bankruptcy.

     SECTION 6.05 PROJECT FUND.

     There is hereby created and established with the Trustee a trust fund to be
designated "The Industrial Development Board of White County, Tennessee -
Project Fund, Genlyte Thomas Group, LLC Project," which shall be expended in
accordance with the provisions of the Agreement.

     SECTION 6.06 PAYMENTS INTO THE PROJECT FUND; DISBURSEMENTS.

     The net proceeds of the issuance and delivery of the Bonds shall be
deposited in the Project Fund and shall not be commingled with any other funds.
The Trustee is hereby authorized and directed to make each disbursement from the
Project Fund required by the provisions of the Agreement. The Trustee shall keep
and maintain adequate records pertaining to the Project Fund and all
disbursements therefrom, including records of all Requisitions made pursuant to
the Agreement, and after the Project has been completed and a completion
certificate has been filed as provided in Section 6.08 hereof, the Trustee
shall, upon request of the Company, file an accounting thereof with the Issuer
and the Company.

     SECTION 6.07 USE OF MONEY IN THE PROJECT FUND UPON DEFAULT.

     If the principal of the Bonds shall have become due and payable pursuant to
Article IX hereof, any balance remaining in the Project Fund shall without
further authorization be transferred into the General Account of the Bond Fund.

     SECTION 6.08 COMPLETION OF THE PROJECT.

     The completion of the Project and payment or provision for payment of all
Costs of the Project shall be evidenced by the filing with the Trustee of the
completion certificate required by the Agreement. As soon as practicable and in
any event not more than sixty (60) days from the date of the certificate
referred to in the preceding sentence, any balance remaining in the Project Fund
(except amounts the Company shall have directed the Trustee to retain for any
Cost of the Project not then due and payable) shall without further
authorization be transferred into the General Account of the Bond Fund and
thereafter applied in the manner provided in the Agreement; provided, that
during any Credit Facility Period, in the event that a portion of the

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Bonds is to be redeemed with any balance remaining in the Project Fund and
transferred to the General Account of the Bond Fund, the Trustee is authorized
and directed to draw upon the Credit Facility to the extent of the redemption
price of the Bonds so called for redemption, and promptly thereafter to transfer
any amounts on deposit in the General Account of the Bond Fund to the Credit
Provider, to the extent necessary to reimburse the Credit Provider for such
drawing upon the Credit Facility.

     SECTION 6.09 NONPRESENTMENT OF BONDS.

     In the event any Bond shall not be presented for payment when the principal
thereof becomes due, either at maturity, or at the date fixed for redemption
thereof, or otherwise, if moneys sufficient to pay any such Bond shall have been
deposited with the Trustee for the benefit of the Owner thereof, all liability
of the Issuer to the Owner thereof for the payment of such Bond shall forthwith
cease, determine and be completely discharged, and thereupon it shall be the
duty of the Trustee to hold such funds, uninvested or invested in Government
Obligations maturing overnight, but in any event without liability for interest
thereon, for the benefit of the Owner of such Bond which shall thereafter be
restricted exclusively to such funds for any claim of whatever nature on its
part under this Indenture with respect to such Bond.

     Subject to the provisions of Section 6.11 hereof, any moneys so deposited
with and held by the Trustee not so applied to the payment of Bonds within two
(2) years after the date on which the same shall have become due shall be repaid
by the Trustee to the Company upon written direction of a Company Representative
(with a copy of such written direction to the Credit Provider, if any), and
thereafter Owners of Bonds shall be entitled to look only to the Company for
payment, and then to the extent of the amount so repaid, and all liability of
the Trustee with respect to such money shall thereupon cease, and the Company
shall not be liable for any interest thereon and shall not be regarded as a
trustee of such money.

     SECTION 6.10 MONEYS TO BE HELD IN TRUST.

     All moneys required to be deposited with or paid to the Trustee for the
account of any fund or account referred to in any provision of this Indenture or
the Agreement shall be held by the Trustee in trust, and shall, while held by
the Trustee, constitute part of the Trust Estate and be subject to the lien and
security interest created hereby, except as otherwise specifically provided
herein.

     SECTION 6.11 REPAYMENT TO THE CREDIT PROVIDER AND THE COMPANY FROM THE
BOND FUND OR THE PROJECT Fund.

     Any amounts remaining in any account of the Bond Fund, the Project Fund, or
any other fund or account created hereunder (other than the Rebate Fund) after
payment in full of the principal of, premium, if any, and interest on the Bonds,
the fees, charges and expenses of the Trustee and all other amounts required to
be paid hereunder, shall be paid immediately to the Credit Provider to the
extent of any indebtedness of the Company to the Credit Provider under the
Credit Agreement, and, after repayment of all such indebtedness, to the Company.
Moneys remaining in the Rebate Fund after all payments to the United States of
America required by the terms of Section 6.13 hereof shall also be applied as
provided in the foregoing sentence. In

                                       31
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making any payment to the Credit Provider under this Section, the Trustee may
rely conclusively upon a written statement provided by the Credit Provider as to
the amount payable to the Credit Provider under the Credit Agreement.

     SECTION 6.12 CREDIT FACILITY.

          (a) During any Credit Facility Period, the Trustee shall timely draw
     moneys under the Credit Facility in accordance with the terms thereof (i)
     to pay when due (whether by reason of maturity, the occurrence of an
     Interest Payment Date, redemption, acceleration or otherwise) the principal
     of, premium, if any, and interest on the Bonds, and (ii) to the extent
     moneys described in Section 4.03(a) hereof are not available therefor prior
     to 12:00 Noon New York City time on the Tender Date, to pay when due the
     Purchase Price of Bonds.

          (b) In the event of a drawing under the Credit Facility to pay the
     Purchase Price of Bonds upon a Mandatory Purchase Date relating to the
     issuance and delivery of a Substitute Credit Facility, the Trustee shall
     draw moneys under the Credit Facility in effect on and prior to such
     Mandatory Purchase Date and shall not draw upon the Substitute Credit
     Facility that will become effective on or after such Mandatory Purchase
     Date.

          (c) Notwithstanding any provision to the contrary which may be
     contained in this Indenture, including, without limitation, Section 6.12(a)
     hereof, (i) in computing the amount to be drawn under the Credit Facility
     on account of the payment of the principal or Purchase Price of, or
     premium, if any, or interest on the Bonds, the Trustee shall exclude any
     such amounts in respect of any Bonds which a Responsible Officer knows are
     Pledged Bonds on the date such payment is due, and (ii) amounts drawn by
     the Trustee under the Credit Facility shall not be applied to the payment
     of the principal or Purchase Price of, or premium, if any, or interest on,
     any Bonds which a Responsible Officer knows are Pledged Bonds on the date
     such payment is due.

     SECTION 6.13 CREATION OF REBATE FUND; DUTIES OF TRUSTEE; AMOUNTS HELD IN
REBATE FUND.

          (d) There is hereby created and established with the Trustee a trust
     fund to be held in trust to be designated "The Industrial Development Board
     of White County, Tennessee Rebate Fund -- Genlyte Thomas Group, LLC
     Project."

          (e) The Trustee shall make information regarding the Bonds and the
     investments hereunder available to the Company upon request, shall make
     deposits to and disbursements from the Rebate Fund in accordance with the
     directions received from the Company or a designated representative of the
     Company, shall invest moneys in the Rebate Fund pursuant to said directions
     and shall deposit income from such investments pursuant to said directions,
     and shall make payments to the United States of America in accordance with
     directions received from the Company.

          (f) Notwithstanding any provision of this Indenture to the contrary,
     the Trustee shall not be liable or responsible for any calculation or
     determination which may

                                       32
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     be required in connection with or for the purpose of complying with
     Section 148 of the Code or any applicable Treasury regulation (the
     "Arbitrage Rules"), including, without limitation, the calculation of
     amounts required to be paid to the United States under the provisions of
     the Arbitrage Rules, the maximum amount which may be invested in
     "nonpurpose obligations" as defined in the Code and the fair market value
     of any investment made hereunder, it being understood and agreed that the
     sole obligation of the Trustee with respect to investments of funds
     hereunder shall be to invest the moneys received by the Trustee pursuant to
     the instructions of the Company Representative given in accordance with
     Article VII hereof. The Trustee shall have no responsibility for
     determining whether or not the investments made pursuant to the direction
     of the Company Representative or any of the instructions received by the
     Trustee under this Section 6.13 comply with the requirements of the
     Arbitrage Rules and shall have no responsibility for monitoring the
     obligations of the Company or the Issuer for compliance with the provisions
     of the Indenture with respect to the Arbitrage Rules.

                                       33
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                                   ARTICLE VII

                              INVESTMENT OF MONEYS

     SECTION 7.01 INVESTMENT OF MONEYS.

          (a) Any moneys held as a part of the Project Fund or any fund other
     than the Bond Fund or the Rebate Fund shall be invested or reinvested by
     the Trustee, to the extent permitted by law, at the written request of and
     as directed by a Company Representative, in any of the following qualified
     investments:

               (i) Bonds or obligations of counties, municipal corporations,
          school districts, political subdivisions, authorities, or bodies of
          the State;

               (ii) Bonds or other obligations of the United States or of
          subsidiary corporations of the United States Government which are
          fully guaranteed by such government;

               (iii) Obligations of agencies of the United States Government
          issued by the Federal Land Bank, the Federal Home Loan Bank, the
          Federal Intermediate Credit Bank, and the Central Bank for
          Cooperatives;

               (iv) Bonds or other obligations issued by any Public Housing
          Agency or Municipal Corporation in the United States, which such bonds
          or obligations are fully secured as to the payment of both principal
          and interest by a pledge of annual contributions under an annual
          contributions contract or contracts with the United States Government,
          or project notes issued by any public housing agency, urban renewal
          agency, or municipal corporation in the United States which are fully
          secured as to payment of both principal and interest by a requisition,
          loan, or payment agreement with the United States Government;

               (v) Certificates of deposit of national or state banks located
          within the state which have deposits insured by the Federal Deposit
          Insurance Corporation and certificates of deposit of federal savings
          and loan associations and state building and loan associations located
          within this state which have deposits insured by the Savings
          Association Insurance Fund of the Federal Deposit Insurance
          Corporation, including the certificates of deposit of any bank,
          savings and loan association, or building and loan association acting
          as depositary, custodian, or trustee for any such bond proceeds. The
          portion of such certificates of deposit in excess of the amount
          insured by the Federal Deposit Insurance Corporation, the Savings
          Association Insurance Fund of the Federal Deposit Insurance
          Corporation, if any, shall be secured by deposit, with the Federal
          Reserve Bank, or with any national or state bank or federal savings
          and loan association or state building and loan or savings and loan
          association located within this state, of one or more the following
          securities in an aggregate principal amount equal at least to the
          amount of such excess; direct and general obligations

                                       34
<Page>

          of this state or of any county or municipal corporation in this state,
          obligations of the United States or subsidiary corporations included
          in paragraph (ii) hereof, obligations of the agencies of the United
          States Government included in paragraph (iii) hereof, or bonds,
          obligations, or project notes of public housing agencies, urban
          renewal agencies, or municipalities included in paragraph (iv) hereof;

               (vi) Repurchase agreements with respect to obligations included
          in (i), (ii), (iii), (iv) or (v) above and any other investments to
          the extent at the time permitted by then applicable law for the
          investment of public funds; and

               (vii) Securities of or other interests in any no-load, open-end
          management type investment company or investment trust registered
          under the Investment Company Act of 1940, as from time to time
          amended, or any common trust fund maintained by any bank or trust
          company which holds such proceeds as trustee or by an affiliate
          thereof so long as:

                    (A) the portfolio of such investment company or investment
               trust or common trust fund is limited to the obligations
               referenced in paragraph (ii) hereof and repurchase agreements
               fully collateralized by any such obligations;

                    (B) such investment company or investment trust or common
               trust fund takes delivery of such collateral either directly or
               through an authorized custodian;

                    (C) such investment company or investment trust or common
               trust fund is managed so as to maintain its shares at a constant
               net asset value; and

                    (D) securities of or other interests in such investment
               company or investment trust or common trust fund are purchased
               and redeemed only through the use of national or state banks
               having corporate trust powers and located within this State.

               (viii) Sweep accounts maintained by the Trustee which consist of
          investments permitted by (i) through (vii) or secured by such
          investments.

          (b) Any moneys held as a part of any account of the Bond Fund or the
     Rebate Fund shall be invested or reinvested by the Trustee, at the
     direction of the Company, in Government Obligations with such maturities as
     shall be required in order to assure full and timely payment of amounts
     required to be paid from the Bond Fund or the Rebate Fund, which maturities
     shall (in the case of the Bond Fund), in any event, extend no more than
     thirty (30) days from the date of acquisition thereof; provided, that any
     moneys held pursuant to the provisions of Section 6.09 either shall be held
     uninvested or shall be invested in Government Obligations maturing on the
     next Business Day.

                                       35
<Page>

          (c) The Trustee may make any and all such investments through its own
     bond or investment department or the bond or investment department of any
     bank or trust company under common control with the Trustee. All such
     investments shall at all times be a part of the fund or account from which
     the moneys used to acquire such investments shall have come and all income
     and profits on such investments shall be credited to, and losses thereon
     shall be charged against, such fund. All investments hereunder shall be
     registered in the name of the Trustee, as Trustee under the Indenture. All
     investments hereunder shall be held by or under the control of the Trustee.
     The Trustee shall sell and reduce to cash a sufficient amount of
     investments of funds in any account of the Bond Fund whenever the cash
     balance in such account of the Bond Fund is insufficient, together with any
     other funds available therefor, to pay the principal or Purchase Price of,
     premium, if any, and interest on the Bonds when due. The Trustee shall not
     be responsible for any reduction of the value of any investments made in
     accordance with the directions of the Company or a Company Representative
     or any losses incurred in the sale of such investments.

          (d) The Issuer covenants and certifies to and for the benefit of the
     Owners of the Bonds from time to time Outstanding that so long as any of
     the Bonds remain Outstanding, the Issuer shall not direct that moneys on
     deposit in any fund or account in connection with the Bonds (whether or not
     such moneys were derived from the proceeds of the sale of the Bonds or from
     any other sources), be used in a manner which will cause the Bonds to be
     classified as "arbitrage bonds" within the meaning of Section 148 of the
     Code. Pursuant to such covenants, the Issuer obligates itself to comply
     throughout the term of the Bonds with any request of the Company regarding
     the requirements of Section 148 of the Code, and any regulations
     promulgated thereunder.

          (e) Unless an opinion is rendered by Bond Counsel to the effect that
     the following actions are not required in order to maintain the exclusion
     of the interest on the Bonds from gross income for federal income tax
     purposes, the Issuer hereby covenants that it will make payments as
     directed by the Company (but only from moneys provided to the Issuer by or
     on behalf of the Company for such purposes), if any, required to be made to
     the United States pursuant to the Code in order to establish or maintain
     the exclusion of the interest on the Bonds from gross income for federal
     income tax purposes.

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                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

     SECTION 8.01 DISCHARGE OF INDENTURE.

     If the Issuer shall pay or cause to be paid, in accordance with the
provisions of this Indenture, to the Owners of the Bonds, the principal of,
premium, if any, and interest due or to become due thereon at the times and in
the manner stipulated therein, and if the Issuer shall not then be in default in
any of the other covenants and promises in the Bonds and in this Indenture
expressed as to be kept, performed and observed by it or on its part and if the
Issuer shall pay or cause to be paid to the Trustee all sums of money due or to
become due according to the provisions hereof, then these presents and the
estate and rights hereby granted shall cease, determine and be void, whereupon
the Trustee shall cancel and discharge the lien of this Indenture, and execute
and deliver to the Issuer such instruments in writing as shall be requisite to
release the lien hereof and reconvey, release, assign and deliver unto the
Issuer any and all of the estate, right, title and interest in and to any and
all rights or property conveyed, assigned or pledged to the Trustee or otherwise
subject to the lien of this Indenture, except (i) amounts in any account of the
Bond Fund or Project Fund required to be paid to the Credit Provider or the
Company under Section 4.05 or 6.11 hereof, (ii) cash held by the Trustee for the
payment of the principal or Purchase Price of, premium, if any, or interest on
particular Bonds and (iii) amounts in the Rebate Fund required to be paid to the
United States.

     SECTION 8.02 DEFEASANCE OF BONDS.

     The following provisions of this Section 8.02 shall apply only during a
Long Term Period.

     Any Bond shall be deemed to be paid within the meaning of this Article and
for all purposes of this Indenture when (a) payment of the principal of and
premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity or upon redemption as provided
herein) either (i) shall have been made or caused to be made in accordance with
the terms thereof, or (ii) shall have been provided for by irrevocably
depositing with the Trustee, in trust and irrevocably set aside exclusively for
such payment, (1) moneys sufficient to make such payment or (2) Government
Obligations maturing as to principal and interest in such amounts and at such
times as will insure, without further investment or reinvestment thereof, in the
opinion of an independent certified public accounting firm of national
reputation (a copy of which opinion shall be furnished to the rating agency then
providing the rating borne by the Bonds), the availability of sufficient moneys
to make such payment, (b) all necessary and proper fees, compensation and
expenses of the Trustee and the Issuer pertaining to the Bonds with respect to
which such deposit is made, shall have been paid or the payment thereof provided
for to the satisfaction of the Trustee, and (c) during any Credit Facility
Period, the Issuer shall have given to the Trustee in form satisfactory to the
Trustee an opinion of nationally recognized counsel experienced in bankruptcy
matters, which opinion shall be satisfactory to the rating agency (if any) then
providing the rating borne by the Bonds, to the effect that the application of
such moneys will not constitute a voidable preference in the event

                                       37
<Page>

of the occurrence of an Act of Bankruptcy. At such time as a Bond shall be
deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured
by or entitled to the benefits of this Indenture, except for the purposes of any
such payment from such moneys or Government Obligations.

     Notwithstanding the foregoing, no deposit under clause (a)(ii) of the
immediately preceding paragraph shall be deemed payment of such Bonds as
aforesaid until (a) proper notice of redemption of such Bonds shall have been
previously given in accordance with Article III of this Indenture, or in the
event said Bonds are not by their terms subject to redemption within the next
succeeding sixty (60) days, until the Company shall have given the Trustee, in
form satisfactory to the Trustee, irrevocable instructions to notify, as soon as
practicable, the Owners of the Bonds, that the deposit required by (a)(ii) above
has been made with the Trustee and that said Bonds are deemed to have been paid
in accordance with this Section 8.02 and stating the maturity or redemption date
upon which moneys are to be available for the payment of the principal of and
the applicable redemption premium, if any, on said Bonds, plus interest thereon
to the due date thereof; or (b) the maturity of such Bonds.

     Before accepting or using any moneys to be deposited pursuant to this
Section 8.02, the Trustee may require that the Company furnish to it (i) an
opinion of Bond Counsel to the effect that such deposit will not adversely
affect the exclusion from gross income for Federal income tax purposes of
interest on the Bonds and that all conditions hereunder have been satisfied, and
(ii) a certificate of an independent certified public accountant to the effect
that a deposit will be sufficient to defease the Bonds as provided in this
Section 8.02. The Trustee shall be fully protected in relying upon such Bond
Counsel opinion and/or accountant's certificate in accepting or using any moneys
deposited pursuant to this Article VIII.

     All moneys so deposited with the Trustee as provided in this Section 8.02
may also be invested and reinvested, at the direction of the Company, in
noncallable Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from all Government Obligations in the
hands of the Trustee pursuant to this Section 8.02 which is not required for the
payment of the Bonds and interest and premium, if any, thereon with respect to
which such moneys shall have been so deposited shall be deposited in the General
Account of the Bond Fund as and when realized and collected for use and
application as are other moneys deposited in the General Account of the Bond
Fund; provided, however, unless the opinion of Bond Counsel specifically permits
any such reinvestment, the Company shall furnish to the Trustee an opinion of
Bond Counsel to the effect that such reinvestment will not adversely affect the
exclusion from gross income for Federal income tax purposes of interest on the
Bonds.

     The Issuer hereby covenants that no deposit will knowingly be made or
accepted and no use knowingly made of any such deposit which would cause the
Bonds to be treated as arbitrage bonds within the meaning of Section 148 of the
Code.

     Notwithstanding any provision of any other article of this Indenture which
may be contrary to the provisions of this Section 8.02, all moneys or Government
Obligations set aside and held in trust pursuant to the provisions of this
Section 8.02 for the payment of Bonds (including interest and premium thereon,
if any) shall be applied to and used solely for the

                                       38
<Page>

payment of the particular Bonds (including the interest and premium thereon, if
any) with respect to which such moneys or Government Obligations have been so
set aside in trust.

                                       39
<Page>

                                   ARTICLE IX

                              DEFAULTS AND REMEDIES

     SECTION 9.01 DEFAULTS.

     If any of the following events occur, it is hereby declared to constitute a
"Default":

          (a) Default in the due and punctual payment of interest on any Bond;

          (b) Default in the due and punctual payment of the principal of or
     premium, if any, on any Bond, whether at the stated maturity thereof, or
     upon proceedings for redemption thereof, or upon the maturity thereof by
     declaration;

          (c) Default in the due and punctual payment of the Purchase Price of
     any Bond at the time required by Section 4.01 or 4.02 hereof;

          (d) At any time during the Credit Facility Period, receipt by the
     Trustee of written notice from the Credit Provider that an Event of Default
     has occurred under the Credit Agreement and instructing the Trustee to
     accelerate the Bonds;

          (e) At any time other than during a Credit Facility Period, the
     occurrence of a Default under the Agreement; and

          (f) At any time other than during a Credit Facility Period, default in
     the performance or observance of any other of the covenants, agreements or
     conditions on the part of the Issuer in this Indenture or in the Bonds
     contained and failure to remedy the same after notice thereof pursuant to
     Section 9.12 hereof.

     SECTION 9.02 ACCELERATION.

     Upon the occurrence of (i) any Default other than under Section 9.01(d),
the Trustee may, and at the written request of the Owners of not less than fifty
percent (50%) in aggregate principal amount of Outstanding Bonds shall, or (ii)
any Default under Section 9.01(d), the Trustee shall, by notice in writing
delivered to the Issuer, the Credit Provider and the Company (or, if the
Book-Entry System is in effect, the Securities Depository), declare the
principal of all Bonds and the interest accrued thereon to the date of such
acceleration immediately due and payable. Upon any declaration of acceleration
hereunder, the Trustee shall immediately declare all payments required to be
made by the Company under the Agreement to be immediately due and payable and,
during the Credit Facility Period, shall draw moneys under the Credit Facility
to pay the principal of all Outstanding Bonds and the accrued interest thereon
to the date of acceleration to the extent required by Section 6.12(a) hereof.
Interest shall cease to accrue on the Bonds on the date of declaration of
acceleration under this Section 9.02.

                                       40
<Page>

     SECTION 9.03 OTHER REMEDIES; RIGHTS OF OWNERS OF BONDS.

     Subject to the provisions of Section 9.02 hereof, upon the occurrence of a
Default, the Trustee may pursue any available remedy at law or in equity to
enforce the payment of the principal of, premium, if any, and interest on the
Outstanding Bonds.

     Subject to the provisions of Section 9.02 hereof, if a Default shall have
occurred and be continuing and if requested so to do by the Owners of not less
than fifty percent (50%) in aggregate principal amount of Outstanding Bonds and
provided the Trustee is indemnified as provided in Section 10.01(l) hereof, the
Trustee shall be obligated to exercise such one or more of the rights and powers
conferred by this Section and by Section 9.02 hereof, as the Trustee, being
advised by counsel, shall deem most expedient in the interests of the Owners of
Bonds.

     Subject to the provisions of Section 9.02 hereof, no remedy by the terms of
this Indenture conferred upon or reserved to the Trustee (or to the Owners of
Bonds) is intended to be exclusive of any other remedy, but each and every such
remedy shall be cumulative and shall be in addition to any other remedy given to
the Trustee or to the Owners of Bonds hereunder or now or hereafter existing at
law or in equity.

     No delay or omission to exercise any right or power accruing upon any
Default shall impair any such right or power or shall be construed to be a
waiver of any such Default or acquiescence therein; such right or power may be
exercised from time to time as often as may be deemed expedient.

     No waiver of any Default hereunder, whether by the Trustee or by the Owners
of Bonds, shall extend to or shall affect any subsequent Default or shall impair
any rights or remedies consequent thereon.

     SECTION 9.04 RIGHT OF OWNERS OF BONDS TO DIRECT PROCEEDINGS.

     Subject to the provisions of Section 9.02 hereof, anything in this
Indenture to the contrary notwithstanding, the Owners of at least a majority in
aggregate principal amount of the Outstanding Bonds shall have the right, at any
time, by an instrument or instruments in writing executed and delivered to the
Trustee, to direct the method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this
Indenture, or for the appointment of a receiver or any other proceedings
hereunder provided that such direction shall not be otherwise than in accordance
with the provisions of law and of this Indenture.

     SECTION 9.05 APPOINTMENT OF RECEIVERS.

     Upon the occurrence of a Default, and upon the filing of a suit or other
commencement of judicial proceedings to enforce the rights of the Trustee and of
the Owners of Bonds under this Indenture, the Trustee shall be entitled, as a
matter of right, to the appointment of a receiver or receivers of the Trust
Estate and of the revenues, earnings, income, products and profits thereof,
pending such proceedings, with such powers as the court making such appointment
shall confer.

                                       41
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     SECTION 9.06 WAIVER.

     Upon the occurrence of a Default, to the extent that such rights may then
lawfully be waived, neither the Issuer nor anyone claiming through or under it,
shall set up, claim or seek to take advantage of any appraisement, valuation,
stay, extension or redemption laws of any jurisdiction now or hereafter in
force, in order to prevent or hinder the enforcement of this Indenture, and the
Issuer, for itself and all who may claim through or under it, hereby waives, to
the extent that it lawfully may do so, the benefit of all such laws.

     SECTION 9.07 APPLICATION OF MONEYS.

     All moneys received by the Trustee pursuant to any right given or action
taken under the provisions of this Article (other than moneys drawn under the
Credit Facility, which shall be deposited directly into the Credit Facility
Account of the Bond Fund, proceeds of any remarketing of Bonds, which shall be
deposited directly into the Remarketing Account of the Bond Fund, or moneys
deposited with the Trustee and held in accordance with Section 6.09 hereof)
shall, after payment of the costs and expenses of the proceedings resulting in
the collection of such moneys and of the fees, expenses, liabilities and
advances owing to or incurred or made by the Trustee, be deposited in the
General Account of the Bond Fund and the moneys in each account of the Bond Fund
shall be applied as follows:

          (a) Unless the principal of all the Bonds shall have become or shall
     have been declared due and payable, all such moneys shall be applied:

                    FIRST - To the payment to the persons entitled thereto of
               all installments of interest then due on the Bonds, in the order
               of the maturity of the installments of such interest (with
               interest on overdue installments of such interest, to the extent
               permitted by law, at the rate of interest borne by the Bonds)
               and, if the amount available shall not be sufficient to pay in
               full any particular installment, then to the payment ratably,
               according to the amounts due on such installment, to the persons
               entitled thereto, without any discrimination or privilege; and

                    SECOND - To the payment to the persons entitled thereto of
               the unpaid principal of and premium, if any, on any of the Bonds
               which shall have become due (other than Bonds matured or called
               for redemption for the payment of which moneys are held pursuant
               to the provisions of this Indenture), (with interest on overdue
               installments of principal and premium, if any, to the extent
               permitted by law, at the rate of interest borne by the Bonds)
               and, if the amount available shall not be sufficient to pay in
               full all Bonds due on any particular date, then to the payment
               ratably according to the amount of principal due on such date, to
               the persons entitled thereto without any discrimination or
               privilege; and

                    THIRD - To the payment to the persons entitled thereto as
               the same shall become due of the principal of and premium, if
               any, and interest on the Bonds which may thereafter become due
               and, if the amount

                                       42
<Page>

               available shall not be sufficient to pay in full Bonds due on any
               particular date, together with interest and premium, if any, then
               due and owing thereon, payment shall be made ratably according to
               the amount of interest, principal and premium, if any, due on
               such date to the persons entitled thereto without any
               discrimination or privilege.

          (b) If the principal of all the Bonds shall have become due or shall
     have been declared due and payable, all such moneys shall be applied to the
     payment of the principal and interest then due and unpaid upon the Bonds,
     without preference or priority of principal over interest or of interest
     over principal, or of any installment of interest over any other
     installment of interest, or of any Bond over any other Bond, ratably,
     according to the amounts due, respectively, for principal and interest, to
     the persons entitled thereto without any discrimination or privilege, with
     interest on overdue installments of interest or principal, to the extent
     permitted by law, at the rate of interest borne by the Bonds.

          (c) If the principal of all the Bonds shall have been declared due and
     payable and if such declaration shall thereafter have been rescinded and
     annulled under the provisions of this Article, then, subject to the
     provisions of Section 9.07(b) hereof, in the event that the principal of
     all the Bonds shall later become due or be declared due and payable, the
     moneys shall be applied in accordance with the provisions of Section
     9.07(a) hereof.

     Whenever moneys are to be applied pursuant to the provisions of this
Section, such moneys shall be applied at such times, and from time to time, as
the Trustee shall determine, having due regard to the amount of such moneys
available for application and the likelihood of additional moneys becoming
available for such application in the future. Whenever the Trustee shall apply
such funds, it shall fix the date (which shall be an Interest Payment Date
unless it shall deem another date more suitable) upon which such application is
to be made and upon such date interest on the amounts of principal to be paid on
such dates shall cease to accrue; provided, that upon an acceleration of Bonds
pursuant to Section 9.02, interest shall cease to accrue on the Bonds on and
after the date of such acceleration. The Trustee shall give such notice as it
may deem appropriate of the deposit with it of any such moneys and of the fixing
of any such date, and shall not be required to make payment to the Owner of any
Bond until such Bond shall be presented to the Trustee for appropriate
endorsement or for cancellation if fully paid.

     Whenever the principal of, premium, if any, and interest on all Bonds have
been paid under the provisions of this Section and all expenses and charges of
the Trustee have been paid, any balance remaining in any account of the Bond
Fund shall be paid to the Company or the Credit Provider as provided in
Section 6.11 hereof.

     Notwithstanding anything to the contrary herein or otherwise, moneys drawn
under the Credit Facility shall be applied only to the payment of principal or
Purchase Price of and accrued interest on the Bonds.

                                       43
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     SECTION 9.08 REMEDIES VESTED IN TRUSTEE.

     All rights of action (including the right to file proof of claims) under
this Indenture or under any of the Bonds may be enforced by the Trustee without
the possession of any of the Bonds or the production thereof in any trial or
other proceeding relating thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its name as Trustee without the necessity of
joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of
judgment shall be for the equal and ratable benefit of the Owners of the
Outstanding Bonds.

     SECTION 9.09 RIGHTS AND REMEDIES OF OWNERS OF BONDS.

     No Owner of any Bond shall have any right to institute any suit, action or
proceeding at law or in equity for the enforcement of this Indenture or for the
execution of any trust hereof or for the appointment of a receiver or any other
remedy hereunder, unless (subject to the provisions of Section 9.02 hereof) (i)
a Default has occurred of which the Trustee has been notified as provided in
Section 10.01(h) hereof, or of which by said subsection it is deemed to have
notice, (ii) the Owners of not less than fifty percent (50%) in aggregate
principal amount of Outstanding Bonds shall have made written request to the
Trustee and shall have offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action, suit or
proceeding and shall have offered to the Trustee indemnity as provided in
Section 10.01(1), and (iii) the Trustee shall thereafter fail or refuse to
exercise the powers hereinbefore granted, or to institute such action, suit or
proceeding. Such notification, request and offer of indemnity are hereby
declared in every case at the option of the Trustee to be conditions precedent
to the execution of the powers and trusts of this Indenture, and to any action
or cause of action for the enforcement of this Indenture, or for the appointment
of a receiver or for any other remedy hereunder; it being understood and
intended that no one or more Owners of the Bonds shall have any right in any
manner whatsoever to affect, disturb or prejudice the lien of this Indenture by
their action or to enforce any right hereunder except in the manner herein
provided, and that all proceedings at law or equity shall be instituted, had and
maintained in the manner herein provided and for the equal and ratable benefit
of the Owners of all Outstanding Bonds. However, nothing contained in this
Indenture shall affect or impair the right of any Owner of Bonds to enforce the
payment of the principal or Purchase Price of, premium, if any, and interest on
any Bond at and after the maturity thereof, or the obligation of the Issuer to
pay the principal of, premium, if any, and interest on each of the Bonds issued
hereunder to the respective Owners thereof at the time and place, from the
source and in the manner in the Bonds expressed. No Owner of any Bond shall have
any right to institute any suit, action or proceeding at equity or at law to
enforce a drawing under the Credit Facility.

     SECTION 9.10 TERMINATION OF PROCEEDINGS.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture by the appointment of a receiver or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason, or shall have been
determined adversely, then and in every such case, the Issuer, the Trustee and
the Owners of Bonds shall be restored to their former positions and rights
hereunder, respectively, with regard to the property subject to this Indenture,
and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.

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<Page>

     SECTION 9.11 WAIVERS OF DEFAULT.

     The Trustee shall waive any Default hereunder and its consequences and
rescind any declaration of acceleration of principal upon the written request of
the Owners of (1) at least a majority in aggregate principal amount of all
Outstanding Bonds in respect of which default in the payment of principal or
interest, or both, exists or (2) at least a majority in aggregate principal
amount of Outstanding Bonds in the case of any other Default; provided, however,
that there shall not be waived any Default hereunder unless and until the
Trustee shall have received written notice from the Credit Provider that the
Credit Facility has been reinstated in full; and provided further that any
Default under subsection (d) of Section 9.01 hereof may only be waived upon the
written request of the Credit Provider (and in such case the consent of the
Owners of the Bonds shall not be required); and provided further that there
shall not be waived any Default specified in subsection (a) or (b) of
Section 9.01 hereof unless prior to such waiver or rescission, the Company shall
have caused to be paid to the Trustee (i) all arrears of principal and interest
(other than principal of or interest on the Bonds which became due and payable
by declaration of acceleration), with interest at the rate then borne by the
Bonds on overdue installments, to the extent permitted by law, and (ii) all fees
and expenses of the Trustee in connection with such Default. In case of any
waiver or rescission described above, or in case any proceeding taken by the
Trustee on account of any such Default shall have been discontinued or concluded
or determined adversely, then and in every such case the Issuer, the Trustee and
the Owners of Bonds shall be restored to their former positions and rights
hereunder, respectively, but no such waiver or rescission shall extend to any
subsequent or other Default, or impair any right consequent thereon.

     Notwithstanding the foregoing, no waiver, rescission or annulment of a
Default hereunder shall be made if the Credit Provider shall theretofore have
honored in full a drawing under the Credit Facility in respect of such Default.

     SECTION 9.12 NOTICE OF DEFAULTS UNDER SECTION 9.01(e) OR (f);
OPPORTUNITY TO CURE SUCH DEFAULTS.

     Anything herein to the contrary notwithstanding, no Default under Section
9.01(e) or (f) hereof shall be deemed a Default until notice of such Default
shall be given to the Issuer and the Company by the Trustee or by the Owners of
not less than fifty percent (50%) in aggregate principal amount of all
Outstanding Bonds, and the Issuer and the Company shall have had thirty (30)
days after receipt of such notice to correct said Default or to cause said
Default to be corrected and shall not have corrected said Default or caused said
Default to be corrected within the applicable period; provided, however, if said
Default be such that it cannot be corrected within the applicable period, it
shall not constitute a Default if corrective action is instituted by the Issuer
or the Company within the applicable period and diligently pursued until the
Default is corrected.

     With regard to any Default concerning which notice is given to the Issuer
and the Company under the provisions of this Section, the Issuer hereby grants
the Company full authority for the account of the Issuer to perform any covenant
or obligation alleged in said notice to constitute a Default, in the name and
stead of the Issuer with full power to do any and

                                       45
<Page>

all things and acts to the same extent that the Issuer could do and perform any
such things and acts and with power of substitution.

     SECTION 9.13 SUBROGATION RIGHTS OF CREDIT PROVIDER.

     The Credit Provider shall be subrogated to the rights possessed under this
Indenture by the Owners of the Bonds, to the extent the Credit Facility is drawn
upon and the amount of such drawing is not subsequently reimbursed to the Credit
Provider. For purposes of the subrogation rights of the Credit Provider
hereunder, (a) any reference herein to the Owners of the Bonds shall mean the
Credit Provider, (b) any principal of or interest on the Bonds paid with moneys
collected pursuant to the Credit Facility shall be deemed to be unpaid
hereunder, and (c) the Credit Provider may exercise any rights it would have
hereunder as the Owner of the Bonds. The subrogation rights granted to the
Credit Provider in this Indenture are not intended to be exclusive of any other
remedy or remedies available to the Credit Provider and such subrogation rights
shall be cumulative and shall be in addition to every other remedy given
hereunder, under the Credit Agreement or under any other instrument or agreement
with respect to the reimbursement of moneys paid by the Credit Provider under
the Credit Facility or with respect to the security for the obligations of the
Company under the Credit Agreement, and every other remedy now or hereafter
existing at law or in equity or by statute.

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                                    ARTICLE X

                                     TRUSTEE

     SECTION 10.01 ACCEPTANCE OF TRUSTS.

     The Trustee hereby accepts the trusts imposed upon it by this Indenture,
and agrees to perform said trusts, but only upon and subject to the following
express terms and conditions:

          (a) The Trustee, prior to the occurrence of a Default and after the
     curing of all Defaults which may have occurred, undertakes to perform such
     duties and only such duties as are specifically set forth in this Indenture
     and no implied covenants shall be read into this Indenture against the
     Trustee. In case a Default has occurred (which has not been cured or
     waived), the Trustee shall exercise such of the rights and powers vested in
     it by this Indenture, and use the same degree of care and skill in the
     exercise of such rights and powers as an ordinary, prudent man would
     exercise or use in the conduct of his own affairs.

          (b) The Trustee may execute any of the trusts or powers hereof and
     perform any of its duties by or through attorneys, agents, receivers or
     employees, but shall not be answerable for the conduct of the same if
     appointed with due care, and shall be entitled to advice of counsel
     concerning its duties hereunder, and may in all cases pay such reasonable
     compensation to all such attorneys, agents, receivers and employees as may
     reasonably be employed in connection with the trusts hereof. The Trustee
     may act upon the opinion or advice of any attorney (who may be the attorney
     or attorneys for the Issuer or the Company) selected by the Trustee in the
     exercise of reasonable care. The Trustee shall not be responsible for any
     loss or damage resulting from any action or inaction taken or not taken, as
     the case may be, in good faith in reliance upon such opinion or advice.

          (c) The Trustee shall not be responsible for any recital herein or in
     the Bonds (except with respect to the certificate of authentication
     endorsed on the Bonds), or for insuring the Project, or for collecting any
     insurance moneys, or for the validity of the execution by the Issuer of
     this Indenture or of any supplements hereto or instruments of further
     assurance, or for the sufficiency of the security for the Bonds issued
     hereunder or intended to be secured hereby, or for the value or title of
     the Project or any lien waivers with respect to the Project, and the
     Trustee shall not be bound to ascertain or inquire as to the performance or
     observance of any covenants, conditions or agreements on the part of the
     Company under the Agreement except as hereinafter set forth; but the
     Trustee may require of the Issuer and the Company full information and
     advice as to the performance of the aforesaid covenants, conditions and
     agreements. The Trustee shall have no obligation to perform any of the
     duties of the Issuer under the Agreement.

          (d) The Trustee shall not be accountable for the use of any Bonds
     authenticated or delivered hereunder. The Trustee, in its commercial
     banking or in any other capacity, may in good faith buy, sell, own, hold
     and deal in any of the Bonds and

                                       47
<Page>

     may join in any action which any Bondholder may be entitled to take with
     like effect as if it were not the Trustee. The Trustee, in its commercial
     banking or in any other capacity, may also engage in or be interested in
     any financial or other transactions with the Issuer or the Company and may
     act as a depository, trustee or agent for any committee of Bondholders
     secured hereby or other obligations of the Issuer as freely as if it were
     not the Trustee. The Trustee may become the Owner of Bonds secured hereby
     with the same rights which it would have if not the Trustee hereunder.

          (e) The Trustee shall be protected in acting upon any notice, request,
     consent, certificate, order, affidavit, letter, telegram or other paper or
     document believed to be genuine and correct and to have been signed or sent
     by the proper person or persons. Any action taken by the Trustee pursuant
     to this Indenture upon the request or authority or consent of any person
     who at the time of making such request or giving such authority or consent
     is the Owner of any Bond shall be conclusive and binding upon all future
     owners of the same Bond and upon Bonds issued in exchange therefor or in
     place thereof.

          (f) As to the existence or nonexistence of any fact or as to the
     sufficiency or validity of any instrument, paper or proceeding, the Trustee
     shall be entitled to rely upon a certificate signed by an Issuer
     Representative or a Company Representative as sufficient evidence of the
     facts therein contained and prior to the occurrence of a Default of which a
     Responsible Officer of the Trustee has been notified as provided in
     Section 10.01(h) hereof, or of which by said subsection the Trustee is
     deemed to have notice, shall also be at liberty to accept a similar
     certificate to the effect that any particular dealing, transaction or
     action is necessary or expedient, but may at its discretion secure such
     further evidence deemed by it to be necessary or advisable, but shall in no
     case be bound to secure the same. The Trustee may accept a certificate of
     such officials of the Issuer who executed the Bonds (or their successors in
     office) to the effect that a resolution in the form therein set forth has
     been adopted by the Issuer as conclusive evidence that such resolution has
     been duly adopted and is in full force and effect.

          (g) The permissive right of the Trustee to do things enumerated in
     this Indenture shall not be construed as a duty, and the Trustee shall not
     be answerable for other than its gross negligence or willful misconduct.

          (h) The Trustee shall not be required to take notice or be deemed to
     have notice of any Default hereunder except for Defaults specified in
     subsections (a), (b), (c) or (d) of Section 9.01 hereof, unless a
     Responsible Officer of the Trustee shall be specifically notified in
     writing of such Default by the Issuer, the Credit Provider or by the Owners
     of at least fifty percent (50%) in aggregate principal amount of
     Outstanding Bonds, and all notices or other instruments required by this
     Indenture to be delivered to the Trustee, must, in order to be effective,
     be delivered at the Principal Office of the Trustee, and in the absence of
     such notice so delivered the Trustee may conclusively assume there is no
     Default except as aforesaid.

          (i) At any and all reasonable times the Trustee, and its duly
     authorized agents, attorneys, experts, engineers, accountants and
     representatives, shall have the right fully to

                                       48
<Page>

     inspect all books and records of the Issuer pertaining to the Project and
     the Bonds, and to make such copies and memoranda from and with regard
     thereto as may be desired.

          (j) The Trustee shall not be required to give any bond or surety in
     respect of the execution of this Indenture or otherwise in respect of the
     premises.

          (k) Notwithstanding anything elsewhere in this Indenture with respect
     to the authentication of any Bonds, the withdrawal of any cash, the release
     of any property or any action whatsoever within the purview of this
     Indenture, the Trustee shall have the right, but shall not be required, to
     demand any showings, certificates, opinions, appraisals or other
     information, or corporate action or evidence thereof, in addition to that
     by the terms hereof required as a condition of such action, deemed
     desirable by the Trustee for the purpose of establishing the right of the
     Issuer or the Company to the authentication of any Bonds, the withdrawal of
     any cash or the taking of any other action.

          (l) Before suffering, taking or omitting any action under this
     Indenture or under the Agreement (other than (i) paying the principal or
     Purchase Price of, redemption premium (if any) and interest on the Bonds as
     the same shall become due and payable, (ii) drawing upon the Credit
     Facility, (iii) declaring an acceleration under Section 9.02 as a result of
     a Default under Section 9.01(d) and (iv) declaring a mandatory purchase),
     the Trustee may require that a satisfactory indemnity bond be furnished for
     the reimbursement of any expenses to which it may be put and to protect it
     against all liability, except liability which is adjudicated to have
     resulted from its gross negligence or willful default in connection with
     any such action.

          (m) All moneys received by the Trustee shall, until used or applied or
     invested as herein provided, be held in trust for the purposes for which
     they were received but need not be segregated from other funds except to
     the extent otherwise required herein or required by law.

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

          (o) Notwithstanding anything else herein contained, (i) the Trustee
     shall not be liable for any error of judgment made in good faith unless it
     is proven that the Trustee was negligent in ascertaining the pertinent
     facts, and (ii) no provisions of this Indenture shall require the Trustee
     to expend or risk its own funds or otherwise incur any financial liability
     in the performance of any of its duties hereunder, or in the exercise of
     any of its rights or powers, if it believes the repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it.

          (p) In the event the Trustee receives inconsistent or conflicting
     requests and indemnity from two or more groups of holders of the Bonds,
     each representing less than a

                                       49
<Page>

     majority in aggregate principal amount of the Bonds Outstanding, the
     Trustee, in its sole discretion, may determine what action, if any, shall
     be taken.

          (q) The Trustee shall have no responsibility for any information in
     any offering memorandum or other disclosure material distributed with
     respect to the Bonds, and the Trustee shall have no responsibility for
     compliance with any state or federal securities laws in connection with the
     Bonds.

          (r) The Trustee shall have no responsibility for any registration,
     filing, recording, reregistration or rerecording of this Indenture or any
     other document or instrument executed in connection with this Indenture and
     the issuance and sale of the Bonds including, without limitation, any
     financing statements or continuation statements with respect thereto.

     SECTION 10.02 FEES, CHARGES AND EXPENSES OF THE TRUSTEE.

     The Trustee shall be entitled to payment of reasonable fees for its
services rendered hereunder and reimbursement of all advances, counsel fees and
other expenses reasonably made or incurred by the Trustee in connection with
such services including, without limitation, the reasonable compensation,
expenses and disbursements of its agents and counsel. Upon the occurrence of a
Default, but only upon the occurrence of a Default, the Trustee shall have a
first lien with right of payment prior to payment on account of principal of,
premium, if any, and interest on any Bond upon the Trust Estate (exclusive of
the proceeds of any drawing under the Credit Facility, proceeds of the
remarketing of the Bonds, and funds held by the Trustee for matured and
unpresented Bonds) for the foregoing fees, charges and expenses of the Trustee.
When the Trustee incurs expenses or renders services after the occurrence of an
Act of Bankruptcy with respect to the Company, the expenses and the compensation
for the services are intended to constitute expenses of administration under any
federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization
or other debtor relief law. The Issuer shall have no liability to pay any fees,
charges or other expenses of the Trustee hereinabove mentioned except from the
amounts pledged under this Indenture. The rights of the Trustee under this
Section shall survive the Trustee's resignation or removal.

     SECTION 10.03 NOTICE TO OWNERS OF BONDS IF DEFAULT OCCURS.

     If a Default occurs of which the Trustee has been notified as provided in
Section 10.01(h) hereof, or of which by said subsection it is deemed to have
notice, then the Trustee shall promptly give notice thereof to the Credit
Provider and to the Owner of each Bond.

     SECTION 10.04 INTERVENTION BY THE TRUSTEE.

     In any judicial proceeding which in the opinion of the Trustee and its
counsel has a substantial bearing on the interests of the Owners of the Bonds,
the Trustee may intervene on behalf of the Owners of the Bonds and shall do so
if requested in writing by the Credit Provider or the Owners of at least fifty
percent (50%) of the aggregate principal amount of Outstanding Bonds.

                                       50
<Page>

     SECTION 10.05 SUCCESSOR TRUSTEE.

     Any corporation or association into which the Trustee may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer its corporate trust business and assets as a whole or substantially as
a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which it is a party, shall be and
become successor Trustee hereunder and vested with all of the title to the Trust
Estate and all the trusts, powers, discretions, immunities, privileges and all
other matters as was its predecessor, without the execution or filing of any
instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

     SECTION 10.06 RESIGNATION BY THE TRUSTEE.

     The Trustee and any successor Trustee may at any time resign from the
trusts hereby created by giving thirty (30) days' notice to the Issuer, the
Credit Provider, the Remarketing Agent, the Company, and the Owner of each Bond.
Such resignation shall not take effect (i) until the appointment of a successor
Trustee or temporary Trustee and the transfer to said successor or temporary
Trustee of the Credit Facility, and (ii) payment in full of all fees and
expenses and other amounts payable to the Trustee pursuant thereto or the
Agreement.

     SECTION 10.07 REMOVAL OF THE TRUSTEE.

     The Trustee may be removed at any time by an instrument or concurrent
instruments in writing delivered to the Trustee and to the Issuer and signed by
the Owners of at least a majority in aggregate principal amount of Outstanding
Bonds. Such removal shall not take effect until (i) the appointment of a
successor Trustee or temporary Trustee and the transfer to said successor or
temporary Trustee of the Credit Facility and (ii) payment in full of all fees
and expenses and other amounts payable to the Trustee pursuant thereto or to the
Agreement.

     SECTION 10.08 APPOINTMENT OF SUCCESSOR TRUSTEE BY OWNERS OF BONDS.

     In case the Trustee hereunder shall resign or be removed, or be dissolved,
or shall be in the course of dissolution or liquidation, or otherwise become
incapable of acting hereunder, or in case it shall be taken under the control of
any public officer or officers, or of a receiver appointed by a court, a
successor may be appointed by the Owners of at least a majority in aggregate
principal amount of Outstanding Bonds by an instrument or concurrent instruments
in writing signed by such Owners, or by their attorneys-in-fact duly authorized,
a copy of which shall be delivered personally or sent by registered mail to the
Issuer, the Company and the Credit Provider. In case of any such vacancy, the
Issuer, by an instrument executed by its official who executed the Bonds or his
successor in office, may appoint a temporary successor Trustee to fill such
vacancy until a successor Trustee shall be appointed by the Owners of Bonds in
the manner above provided; and such temporary successor Trustee so appointed by
the Issuer shall immediately and without further act be superseded by the
Trustee appointed by the Owners of Bonds. If no successor Trustee has accepted
appointment in the manner provided in Section 10.09 hereof within sixty (60)
days after the Trustee has given notice of resignation to the Issuer and the
Owner of each Bond, the Trustee may petition any court of competent jurisdiction
for the appointment of a temporary successor Trustee; provided that any Trustee
so appointed shall

                                       51
<Page>

immediately and without further act be superseded by a Trustee appointed by the
Issuer or the Owners of Bonds as provided above. Every successor Trustee
appointed pursuant to the provisions of this Section shall be, if there be such
an institution willing, qualified and able to accept the trust upon customary
terms, a bank or trust company within or without the State, in good standing and
having reported capital and surplus of not less than $50,000,000 and rated
Baa3/Prime-3 or better by Moody's (or a substantially equivalent rating by such
other rating agency then providing the rating borne by the Bonds).

     SECTION 10.09 ACCEPTANCE BY SUCCESSOR TRUSTEE.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to its or his predecessor and also to the Issuer, the Credit Provider
and the Company an instrument in writing accepting such appointment hereunder
and thereupon such successor, without any further act, deed or conveyance, shall
become fully vested with all the estates, properties, rights, powers, trusts,
duties and obligations of its predecessor; but its predecessor shall,
nevertheless, on the written request of the Issuer, or of its successor, execute
and deliver an instrument transferring to such successor all the estates,
properties, rights, powers and trusts of such predecessor hereunder; and every
predecessor Trustee shall deliver all securities and moneys held by it as
Trustee hereunder to its successor. Should any instrument in writing from the
Issuer be required by any successor Trustee for more fully and certainly vesting
in such successor the estate, rights, powers and duties hereby vested or
intended to be vested in the predecessor, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the
Issuer. The Credit Provider shall not be required to honor a draft with respect
to the Letter of Credit from a successor trustee unless the Trustee has
transferred and assigned to such successor trustee its rights, title and
interest in the Letter of Credit, in accordance with its terms.

     SECTION 10.10 APPOINTMENT OF CO-TRUSTEE.

     It is the purpose of this Indenture that there shall be no violation of any
law of any jurisdiction (including particularly the laws of the State) denying
or restricting the right of banking corporations or associations to transact
business as Trustee in such jurisdiction. It is recognized that in case of
litigation under this Indenture or the Agreement, and in particular in case of
the enforcement thereof on Default, or in case the Trustee deems that by reason
of any present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein or therein granted to the Trustee or hold
title to the properties, in trust, as herein granted, or take any other action
which may be desirable or necessary in connection therewith, the Trustee may
appoint an additional individual or institution as a separate or Co-Trustee, in
which event each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this
Indenture or the Agreement to be exercised by or vested in or conveyed to the
Trustee with respect thereto shall be exercisable by and vest in such separate
or Co-Trustee, but only to the extent necessary to enable such separate or
Co-Trustee to exercise such powers, rights and remedies, and every covenant and
obligation necessary to the exercise thereof by such separate or Co-Trustee
shall run to and be enforceable by either of them.

     Should any deed, conveyance or instrument in writing from the Issuer be
required by the separate or Co-Trustee so appointed by the Trustee for more
fully and certainly vesting in and

                                       52
<Page>

confirming to him or it such properties, rights, powers, trusts, duties and
obligations, any and all such deeds, conveyances and instruments in writing
shall, on request, be executed, acknowledged and delivered by the Issuer. In
case any separate or Co-Trustee, or a successor, shall die, become incapable of
acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate or Co-Trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment of a successor to such separate or Co-Trustee. Any Co-Trustee
appointed by the Trustee pursuant to this Section may be removed by the Trustee,
in which case all powers, rights and remedies vested in the Co-Trustee shall
again vest in the Trustee as if no such appointment of a Co-Trustee had been
made.

     SECTION 10.11 SUCCESSOR REMARKETING AGENT.

          (a) Any corporation or association into which the Remarketing Agent
     may be converted or merged, or with which it may be consolidated, or to
     which it may sell or transfer its trust business and assets as a whole or
     substantially as a whole, or any corporation or association resulting from
     any such conversion, sale, merger, consolidation or transfer to which it is
     a party, shall be and become the successor Remarketing Agent hereunder,
     without the execution or filing of any instrument or any further act, deed
     or conveyance on the part of any of the parties hereto, anything herein to
     the contrary notwithstanding.

          (b) The Remarketing Agent may at any time resign by giving thirty (30)
     days' notice to the Issuer, the Trustee, the Credit Provider and the
     Company. Such resignation shall not take effect until the appointment of a
     successor Remarketing Agent.

          (c) The Remarketing Agent may be removed at any time by an instrument
     in writing delivered to the Trustee by the Company, with the prior written
     approval of the Credit Provider. In no event, however, shall any removal of
     the Remarketing Agent take effect until a successor Remarketing Agent shall
     have been appointed.

          (d) In case the Remarketing Agent shall resign or be removed, or be
     dissolved, or shall be in the course of dissolution or liquidation, or
     otherwise become incapable of acting as Remarketing Agent, or in case it
     shall be taken under the control of any public officer or officers, or of a
     receiver appointed by a court, a successor may be appointed by the Company
     with the prior written approval of the Issuer and the Credit Provider.
     Every successor Remarketing Agent appointed pursuant to the provisions of
     this Section shall be, if there be such an institution willing, qualified
     and able to accept the duties of the Remarketing Agent upon customary
     terms, a bank or trust company or any entity rated Baa3/Prime-3 or better,
     within or without the State, in good standing and having reported capital
     and surplus of not less than $10,000,000 and rated Baa3/Prime-3 or better
     by Moody's (or a substantially equivalent rating by such other rating
     agency then providing the rating borne by the Bonds). Written notice of
     such appointment shall immediately be given by the Company to the Trustee
     and the Trustee shall cause written notice of such appointment to be given
     to the Owners of the Bonds. The Credit Provider may appoint a successor
     Remarketing Agent if the Company fails to go so within 30 days of the
     resignation or removal of the prior Remarketing Agent. Any successor
     Remarketing Agent shall execute and deliver an instrument accepting such
     appointment

                                       53
<Page>

     and thereupon such successor, without any further act, deed or conveyance,
     shall become fully vested with all rights, powers, duties and obligations
     of its predecessor, with like effect as if originally named as Remarketing
     Agent, but such predecessor shall nevertheless, on the written request of
     the Company, the Trustee, the Credit Provider or the Issuer, or of the
     successor, execute and deliver such instruments and do such other things as
     may reasonably be required to more fully and certainly vest and confirm in
     such successor all rights, powers, duties and obligations of such
     predecessor. If no successor Remarketing Agent has accepted appointment in
     the manner provided above within 90 days after the Remarketing Agent has
     given notice of its resignation as provided above, the Remarketing Agent
     may petition any court of competent jurisdiction for the appointment of a
     temporary successor Remarketing Agent; provided that any Remarketing Agent
     so appointed shall immediately and without further act be superseded by a
     Remarketing Agent appointed by the Company as provided above.

     SECTION 10.12 NOTICE TO RATING AGENCIES.

     The Trustee shall provide Fitch, Moody's or S&P, as appropriate, so long as
any of such rating agencies shall provide the rating borne by the Bonds, with
prompt written notice following the effective date of such event of (i) any
successor Trustee and any successor Remarketing Agent, (ii) any Substitute
Credit Provider, (iii) any material amendments to this Indenture or the
Agreement, (iv) the expiration, termination or extension of any Credit Facility,
(v) the exercise of the Conversion Option, (vi) the occurrence of a Mandatory
Tender Date, (vii) the redemption in whole of the Bonds or the payment in full
of the Bonds at maturity, (viii) the defeasance of the Bonds, or (ix) the
acceleration of payment of the Bonds.

                                       54
<Page>

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

     SECTION 11.01 SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF OWNERS OF
BONDS.

     The Issuer and the Trustee may, with the consent of the Credit Provider and
upon receipt of an opinion of Bond Counsel to the effect that the proposed
supplemental indenture will not adversely affect the excludability of interest
on the Bonds from gross income for federal income tax purposes and is authorized
by this Indenture, and without consent of, or notice to, any of the Owners of
Bonds, enter into an indenture or indentures supplemental to this Indenture for
any one or more of the following purposes:

          (a) To cure any ambiguity or formal defect or omission in this
     Indenture;

          (b) To grant to or confer upon the Trustee for the benefit of the
     Owners of Bonds any additional rights, remedies, powers or authorities that
     may lawfully be granted to or conferred upon the Owners of Bonds or the
     Trustee;

          (c) To subject to this Indenture additional revenues, properties or
     collateral;

          (d) To modify, amend or supplement this Indenture or any indenture
     supplemental hereof in such manner as to permit the qualification hereof
     and thereof under the Trust Indenture Act of 1939, as amended, or any
     similar federal statute hereafter in effect or to permit the qualification
     of the Bonds for sale under the securities laws of any of the states of the
     United States of America;

          (e) To evidence the appointment of a separate or Co-Trustee or the
     succession of a new Trustee hereunder;

          (f) To correct any description of, or to reflect changes in, any of
     the properties comprising the Trust Estate;

          (g) To make any revisions of this Indenture that shall be required by
     Fitch, Moody's or S&P in order to obtain or maintain an investment grade
     rating on the Bonds;

          (h) To make any revisions of this Indenture that shall be necessary in
     connection with the Company or the Issuer furnishing a Credit Facility;

          (i) To provide for an uncertificated system of registering the Bonds
     or to provide for changes to or from the Book-Entry System;

          (j) To effect any other change herein which, in the judgment of the
     Trustee, is not to the prejudice of the Trustee or the Owners of Bonds; or

          (k) To make revisions to this Indenture that shall become effective
     only upon, and in connection with, the remarketing of all of the Bonds then
     Outstanding.

                                       55
<Page>

     In the event Fitch, S&P and/or Moody's has issued a rating of any of the
Bonds, Fitch, S&P and/or Moody's, as the case may be, shall receive prior
written notice from the Trustee of the proposed amendment but such notice shall
not be a condition of the effectiveness of such amendment.

     SECTION 11.02 SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF OWNERS OF BONDS.

     Exclusive of supplemental indentures permitted by Section 11.01 hereof and
subject to the terms and provisions contained in this Section, and not
otherwise, the Credit Provider and the Owners of not less than a majority in
aggregate principal amount of the Outstanding Bonds shall have the right, from
time to time, anything contained in this Indenture to the contrary
notwithstanding, to consent to and approve the execution by the Issuer and the
Trustee of such other indenture or indentures supplemental hereto as shall be
deemed necessary and desirable for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions
contained in this Indenture or in any supplemental indenture; provided, however,
that nothing in this Section or in Section 11.01 hereof contained shall permit,
or be construed as permitting, without the consent of the Credit Provider and
the Owners of all Bonds Outstanding, (a) an extension of the maturity of the
principal of, or the interest on, any bond issued hereunder, or (b) a reduction
in the principal amount or Purchase Price of, or redemption premium on, any Bond
or the rate of interest thereon, or (c) a privilege or priority of any Bond or
Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate
principal amount of the Bonds required for consent to such supplemental
indentures or any modifications or waivers of the provisions of this Indenture
or the Agreement, or (e) the creation of any lien ranking prior to or on a
parity with the lien of this Indenture on the Trust Estate or any part thereof,
except as hereinbefore expressly permitted, or (f) the deprivation of the Owner
of any Outstanding Bond of the lien hereby created on the Trust Estate.

     If at any time the Issuer shall request the Trustee to enter into any such
supplemental indenture for any of the purposes of this Section, the Trustee
shall, upon being satisfactorily indemnified with respect to expenses, cause
notice of the proposed execution of such supplemental indenture to be given to
the Credit Provider and to the Owners of the Bonds as provided in Section 3.03
of this Indenture; provided, that prior to the delivery of such notice, the
Trustee may require that an opinion of Bond Counsel be furnished to the effect
that the supplemental indenture complies with the provisions of this Indenture
and will not adversely affect the excludability of interest on the Bonds from
gross income for federal income tax purposes. Such notice shall briefly set
forth the nature of the proposed supplemental indenture and shall state that
copies thereof are on file at the Principal Office of the Trustee for inspection
by all Owners of Bonds. If, within sixty (60) days or such longer period as
shall be prescribed by the Issuer following such notice, the Credit Provider and
the Owners of not less than a majority in aggregate principal amount of the
Bonds Outstanding (except for those supplemental indentures requiring consent of
the Credit Provider or the Owners of all Bonds Outstanding, as described above)
at the time of the execution of any such supplemental indenture shall have
consented to and approved the execution thereof as herein provided, no Owner of
any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Trustee or the
Issuer from executing the same or from taking any action pursuant to the
provisions thereof. Upon the execution of any such supplemental indenture as in
this Section

                                       56
<Page>

permitted and provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith.

     Anything herein to the contrary notwithstanding, a supplemental indenture
under this Article shall not become effective unless and until the Company shall
have consented to the execution and delivery of such supplemental indenture. In
this regard, the Trustee shall cause notice of the proposed execution of any
such supplemental indenture together with a copy of the proposed supplemental
indenture to be mailed to the Company at least fifteen (15) Business Days prior
to the proposed date of execution and delivery of any such supplemental
indenture.

     In the event Fitch, S&P and/or Moody's has issued a rating of any of the
Bonds, Fitch, S&P and/or Moody's, as the case may be, shall receive prior
written notice from the Trustee of the proposed amendment but such notice shall
not be a condition of the effectiveness of such amendment.

     During any Credit Facility Period, the Credit Provider shall be deemed the
Owner of the Bonds for the purpose of this Section 11.02.

     SECTION 11.03 CONSENT OF THE COMPANY.

     Anything herein to the contrary notwithstanding, a supplemental indenture
under this Article shall not become effective unless and until the Company shall
have consented to the execution and delivery of such supplemental indenture. In
this regard, the Trustee shall cause notice of the proposed execution of any
such supplemental indenture together with a copy of the proposed supplemental
indenture to be mailed to the Company at least 15 Business Days prior to the
proposed date of execution and delivery of any such supplemental indenture.

     SECTION 11.04 AMENDMENT WITHOUT CONSENT OF ISSUER.

     In the event the Issuer is unable to enter into any supplemental indenture
permitted by this Article, the Trustee may, without the consent of the Issuer,
amend or supplement this Indenture in any manner otherwise permitted by this
Article so long as such supplemental indenture does not adversely affect the
rights of the Issuer.

     SECTION 11.05 EXECUTION OF AMENDMENTS AND SUPPLEMENTS BY TRUSTEE.

     The Trustee shall not be obligated to sign any amendment or supplement to
this Indenture or the Bonds pursuant to this Article if the amendment or
supplement, in the judgment of the Trustee, could adversely affect the rights,
duties, liabilities, protections, privileges, indemnities or immunities of the
Trustee. In signing an amendment or supplement, the Trustee shall be entitled to
receive, and shall be fully protected in relying on, an opinion of Bond Counsel
stating that such amendment or supplement is authorized by this Indenture, and
will not adversely affect the exclusion of interest on the Bonds from gross
income for Federal income tax purposes.

                                       57
<Page>

                                   ARTICLE XII

                             AMENDMENT OF AGREEMENT

     SECTION 12.01 AMENDMENTS TO AGREEMENT NOT REQUIRING CONSENT OF OWNERS OF
BONDS.

     The Issuer and the Trustee may, with the consent of the Credit Provider
(during any Credit Facility Period) and upon receipt of an opinion of Bond
Counsel to the effect that the proposed amendment will not adversely affect the
excludability of interest on the Bonds from gross income for federal income tax
purposes and is authorized by this Indenture, and without the consent of or
notice to the Owners of Bonds, consent to any amendment, change or modification
of the Agreement as may be required (i) by the provisions of the Agreement, (ii)
for the purpose of curing any ambiguity or formal defect or omission in the
Agreement, (iii) so as to more precisely identify the Project, or to substitute
or add additional improvements or equipment to the Project or additional rights
or interests in property acquired in accordance with the provisions of the
Agreement, (iv) to enter into an indenture or indentures supplemental hereto as
provided in Section 11.01 hereof, (v) to make any revisions that shall be
required by Fitch, Moody's and/or S&P in order to obtain or maintain an
investment grade rating on the Bonds, (vi) in connection with any other change
therein which, in the judgment of the Trustee, is not to the prejudice of the
Trustee or the Owners of Bonds or (vii) to make revisions thereto which shall be
effective only upon, and in connection with, the remarketing of all of the Bonds
then Outstanding.

     SECTION 12.02 AMENDMENTS TO AGREEMENT REQUIRING CONSENT OF OWNERS OF BONDS.

     Except for the amendments, changes or modifications as provided in
Section 12.01 hereof, neither the Issuer nor the Trustee shall consent to any
other amendment, change or modification of the Agreement without mailing of
notice and the written approval or consent of the Credit Provider (during any
Credit Facility Period) and the Owners of a majority in aggregate principal
amount of the Outstanding Bonds, provided that the consent of the Credit
Provider and the Owners of all Bonds Outstanding is required for any amendment,
change or modification of the Agreement that would permit the termination or
cancellation of the Agreement or a reduction in or postponement of the payments
under the Agreement or any change in the provisions relating to payment
thereunder. If at any time the Issuer and the Company shall request the consent
of the Trustee to any such proposed amendment, change or modification of the
Agreement, the Trustee shall, upon being satisfactorily indemnified with respect
to expenses, cause notice of such proposed amendment, change or modification to
be given in the same manner as provided by Section 11.02 hereof with respect to
supplemental indentures; provided, that prior to the delivery of such notice or
request, the Trustee and the Issuer may require that an opinion of Bond Counsel
be furnished to the effect that such amendment, change or modification complies
with the provisions of this Indenture and will not adversely affect the
excludability of interest on the Bonds from gross income for federal income tax
purposes. Such notice shall briefly set forth the nature of such proposed
amendment, change or modification and shall state that copies of the instrument
embodying the same are on file at the Principal Office of the Trustee for
inspection by all Owners of Bonds.

                                       58
<Page>

                                  ARTICLE XIII

                                  MISCELLANEOUS

     SECTION 13.01 CONSENTS OF OWNERS OF BONDS.

     Any consent, request, direction, approval, objection or other instrument
required by this Indenture to be signed and executed by the Owners of Bonds may
be in any number of concurrent documents and may be executed by such Owners of
Bonds in person or by agent appointed in writing. Proof of the execution of any
such consent, request, direction, approval, objection or other instrument or of
the written appointment of any such agent or of the ownership of Bonds, if made
in the following manner, shall be sufficient for any of the purposes of this
Indenture, and shall be conclusive in favor of the Trustee with regard to any
action taken by it under such request or other instrument. The fact and date of
the execution by any person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by an officer authorized by law
to take acknowledgments of deeds certifying that the person signing such
instrument or writing acknowledged to him the execution thereof. The fact of
ownership of Bonds and the amount or amounts, numbers and other identification
of such Bonds, and the date of owning the same shall be proved by the
registration books of the Issuer maintained by the Trustee pursuant to
Section 2.12 hereof.

     SECTION 13.02 LIMITATION OF RIGHTS.

     With the exception of any rights herein expressly conferred, nothing
expressed or mentioned in or to be implied from this Indenture or the Bonds is
intended or shall be construed to give to any person or company other than the
parties hereto, the Credit Provider and the Owners of the Bonds, any legal or
equitable right, remedy or claim under or with respect to this Indenture or any
covenants, conditions and provisions herein contained; this Indenture and all of
the covenants, conditions and provisions hereof being intended to be and being
for the sole and exclusive benefit of the parties hereto, the Credit Provider
and the Owners of the Bonds as herein provided.

     SECTION 13.03 SEVERABILITY.

     If any provision of this Indenture shall be held or deemed to be or shall,
in fact, be illegal, inoperative or unenforceable, the same shall not affect any
other provision or provisions herein contained or render the same invalid,
inoperative or unenforceable to any extent whatever.

     SECTION 13.04 NOTICES.

     Any notice, request, complaint, demand, communication or other paper shall
be sufficiently given and shall be deemed given when delivered or mailed by
registered or certified mail, postage prepaid or sent by telegram, addressed as
follows:

                                       59
<Page>

If to the Issuer:                The Industrial Development Board of White
                                 County, Tennessee
                                 c/o William Mitchell, Esq.
                                 112 South Main Street
                                 Sparta, Tennessee 38583

If to the Trustee:               Principal Office:
                                 SunTrust Bank
                                 424 Church Street, 6th Floor
                                 Nashville, Tennessee 37219
                                 Attention: Corporate Trust Department

If to the Company:               Genlyte Thomas Group, LLC
                                 4360 Brownsboro Road, Suite 300
                                 Louisville, Kentucky 40207
                                 Attention: Terry Lange, Treasurer

If to the Credit Provider:       Bank of America, N.A.
                                 100 North Tryon Street
                                 Mail Code, NC1-007-17-12
                                 Charlotte, North Carolina 28255
                                 Attention: Richard Parkhurst

If to the Remarketing Agent:     SunTrust Capital Markets, Inc.
                                 303 Peachtree Street, 24th Floor
                                 Atlanta, Georgia  30303
                                 Attention: Municipal Desk

If to Fitch:                     Fitch IBCA, Inc.
                                 One State Street Plaza
                                 New York, New York 10004
                                 Attention: Structured Finance

If to Moody's:                   Moody's Investors Service, Inc.
                                 99 Church Street
                                 New York, New York 10007
                                 Attention:  Corporate Department,
                                 Structured Finance Group

If to S&P:                       Standard & Poor's Ratings Services, a division
                                 of The McGraw-Hill Companies, Inc.
                                 55 Water Street
                                 New York, New York 10041
                                 Attention:  Corporate Finance Department

                                       60
<Page>

A duplicate copy of each notice required to be given hereunder by any person
listed above shall also be given to the others. The Issuer, the Company, the
Trustee, the Remarketing Agent and the Credit Provider (including the issuer of
any Substitute Credit Facility), may designate any further or different
addresses to which subsequent notices, certificates or other communications
shall be sent. Except for those writings requiring original signatures, any
written notice, instruction or confirmation required hereunder may be provided
by telex, telegraph or facsimile transmission.

     SECTION 13.05 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.

     In any case where the date of maturity of interest on or principal of the
Bonds or the date fixed for purchase or redemption of any Bonds shall not be a
Business Day, then payment of principal, Purchase Price, premium, if any, or
interest need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the date fixed for purchase or redemption.

     SECTION 13.06 COUNTERPARTS.

     This Indenture may be simultaneously executed in several counterparts, each
of which shall be an original and all of such shall constitute but one and the
same instrument.

     SECTION 13.07 APPLICABLE PROVISIONS OF LAW.

     This Indenture shall be governed by and construed in accordance with the
laws of the State. It is the intention of the Issuer and the Trustee that the
situs of the trust created by this Indenture be, and it be administered, in the
state in which is located the principal office of the Trustee from time to time
acting under this Indenture.

     SECTION 13.08 RULES OF INTERPRETATION.

     Unless expressly indicated otherwise, references to Sections or Articles
are to be construed as references to Sections or Articles of this instrument as
originally executed. Use of the words "herein," "hereby," "hereunder," "hereof,"
"hereinbefore," "hereinafter" and other equivalent words refer to this Indenture
and not solely to the particular portion in which such word is used.

     SECTION 13.09 CAPTIONS.

     The captions and headings in this Indenture are for convenience only and in
no way define, limit or describe the scope or intent of any provisions or
Sections of this Indenture.

     SECTION 13.10 NO PERSONAL LIABILITY.

     Notwithstanding anything to the contrary contained herein or in any of the
Bonds or the Agreement, or in any other instrument or document executed by or on
behalf of the Issuer in connection herewith, no stipulation, covenant, agreement
or obligation contained herein or therein shall be deemed or construed to be a
stipulation, covenant, agreement or obligation of any present or future member,
commissioner, director, trustee, officer, employee or agent of the

                                       61
<Page>

Issuer, or of any incorporator, member, commissioner, director, trustee,
officer, employee or agent of any successor to the Issuer, in any such person's
individual capacity, and no such person, in his individual capacity, shall be
liable personally for any breach or non-observance of or for any failure to
perform, fulfill or comply with any such stipulations, covenants, agreements or
obligations, nor shall any recourse be had for the payment of the principal of,
premium, if any, or interest on any of the Bonds or for any claim based thereon
or on any such stipulation, covenant, agreement or obligation, against any such
person, in his individual capacity, either directly or through the Issuer or any
successor to the Issuer, under any rule of law or equity, statute or
constitution or by the enforcement of any assessment or penalty or otherwise,
and all such liability of any such person, in his individual capacity, is hereby
expressly waived and released.

     SECTION 13.11 CERTAIN REFERENCES INEFFECTIVE EXCEPT DURING A CREDIT
FACILITY PERIOD.

     Except during a Credit Facility Period and during the period immediately
after a Credit Facility Period until receipt by the Trustee of a certificate
from the Credit Provider stating that all amounts payable to the Credit Provider
under the Credit Agreement have been paid in full, all references to the Credit
Provider, the Credit Agreement or the Credit Facility in the Agreement, this
Indenture and the Bonds shall be ineffective.

                                       62
<Page>

     IN WITNESS WHEREOF, the Issuer has caused these presents to be executed in
its name by its duly authorized officials; and to evidence its acceptance of the
trusts hereby created, the Trustee has caused these presents to be executed by
its duly authorized officer, as of the date first above written.

                                        THE INDUSTRIAL DEVELOPMENT BOARD
                                        OF WHITE COUNTY, TENNESSEE

                                        By: /s/ GEORGE SAVAGE
                                            ------------------------
                                                Title:  Chairman

(SEAL)

Attest:

By: /s/ CAROLYN HOBSON
    ------------------------
        Title:  Secretary

                                       63
<Page>

                                        SUNTRUST BANK, Trustee

                                        By: /s/ FAYE MCQUISTON
                                            -------------------------------
                                                Authorized Officer

                                       64
<Page>

                                                                     EXHIBIT "A"
                                  FORM OF BOND

     UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, WITH RESPECT TO ANY
BOND ISSUED THAT IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. _____

                            UNITED STATES OF AMERICA
           THE INDUSTRIAL DEVELOPMENT BOARD OF WHITE COUNTY, TENNESSEE
                      INDUSTRIAL DEVELOPMENT REVENUE BONDS
                       (GENLYTE THOMAS GROUP, LLC PROJECT)
                                   SERIES 2001

MATURITY DATE     DATED DATE       CUSIP             TYPE OF INTEREST
-------------     ----------       -----                  PERIOD
                                                          ------

                       [FOR COMMERCIAL PAPER PERIOD ONLY]

                                              MANDATORY              AMOUNT OF
                  NUMBER OF DAYS             TENDER AND            INTEREST DUE
INTEREST RATE     IN CALCULATION.             INTEREST           FOR CALCULATION
     (%)             PERIOD                 PAYMENT DATE             PERIOD
----------------     ------                 ------------        ---------------

REGISTERED OWNER:

PRINCIPAL AMOUNT:

     THE INDUSTRIAL DEVELOPMENT BOARD OF WHITE COUNTY, TENNESSEE (the "Issuer"),
for value received, promises to pay from the source and as hereinafter provided,
to the Registered Owner identified above on the Maturity Date set forth above,
upon surrender hereof, the Principal Amount set forth above, and in like manner
to pay interest on said sum as provided in this Bond.

<Page>

     1. INDENTURE; LOAN AGREEMENT. This Bond is one of an authorized issue of
bonds (the "Bonds"), limited to $5,000,000 in principal amount, issued under the
Indenture of Trust dated as of September 1, 2001 (the "Indenture"), between The
Industrial Development Board of White County, Tennessee (the "Issuer") and
SunTrust Bank, as trustee (the "Trustee"). The terms of the Bonds include those
in the Indenture. Bondholders are referred to the Indenture for a statement of
those terms. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Indenture.

     The Issuer will lease the Project (as defined herein) financed with the
proceeds of the Bonds to Genlyte Thomas Group, LLC (the "Company"), pursuant to
a Lease Agreement dated as of September 1, 2001 (the "Agreement"), between the
Issuer and the Company. The Company will use the proceeds of the Bonds for the
purpose of financing the cost of the acquisition, construction and installation
of manufacturing equipment to be located in its existing manufacturing facility
in White County, Tennessee (the "Project"). The Company has agreed in the
Agreement to pay the Issuer amounts sufficient to pay all amounts coming due on
the Bonds, and the Issuer has assigned its rights to such payments under the
Agreement to the Trustee as security for the Bonds.

     The Indenture and the Agreement may be amended, and references to them
include any amendments.

     The Issuer has established a Book Entry system of registration for this
Bond. Except as specifically provided otherwise in the indenture, CEDE & Co., as
nominee of the depository trust company, a New York corporation ("DTC"), will be
the registered owner and will hold this Bond on behalf of each beneficial owner
hereof. By acceptance of a confirmation of purchase, delivery or transfer, each
beneficial owner of this Bond shall be deemed to have agreed to such
arrangement. CEDE & Co., as registered owner of this Bond, may be treated as the
owner of it for all purposes.

     2. SOURCE OF PAYMENTS. This Bond and the series of Bonds of which it forms
a part are issued pursuant to and in full compliance with Chapter 53 of Title 7
of Tennessee Code Annotated, as amended (the "Act"). THIS BOND AND THE ISSUE OF
WHICH IT IS A PART AND THE PREMIUM, IF ANY, AND INTEREST HEREON ARE LIMITED
OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND RECEIPTS DERIVED
FROM THE AGREEMENT PURSUANT TO THE AGREEMENT (AS HEREINAFTER DEFINED), INCLUDING
PAYMENTS RECEIVED THEREUNDER, WHICH PAYMENTS, REVENUES AND RECEIPTS HAVE BEEN
PLEDGED AND ASSIGNED TO THE TRUSTEE TO SECURE PAYMENT OF THE BONDS. THE BONDS,
THE PREMIUM, IF ANY, AND THE INTEREST THEREON SHALL NOT BE DEEMED TO CONSTITUTE
A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF TENNESSEE OR ANY
POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER. NEITHER THE STATE OF
TENNESSEE NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER, SHALL BE
OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR
OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND RECEIPTS PLEDGED
THEREFOR, AND NEITHER THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF TENNESSEE
OR ANY POLITICAL SUBDIVISION OF THE STATE OF TENNESSEE, NOR

                                        2
<Page>

THE TAXING POWER OF THE STATE OF TENNESSEE OR ANY POLITICAL SUBDIVISION
THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR
INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO.

     The Bonds are initially secured by a letter of credit (the "Credit
Facility") issued by Bank of America, N.A. (the "Credit Provider"), in favor of
the Trustee. This Credit Facility entitles the Trustee to draw an amount
sufficient to pay the principal of the Bonds and up to 40 days' interest accrued
on the Bonds at a maximum rate per annum of 12%. Unless extended by the Credit
Provider in accordance with its terms, the Credit Facility expires on
_____________ 15, 200__, or on the earlier occurrence of events specified in it.
On its expiration, unless the Company has provided another Credit Facility
meeting the requirements of the Indenture, the Bonds will be subject to
mandatory tender for purchase as more fully described below.

     3. INTEREST RATE. Interest on this Bond will be paid at the lesser of (a) a
Daily Rate, a Weekly Rate, a Commercial Paper Rate or a Long Term Rate as
selected by the Company and as determined in accordance with the Indenture or
(b) 12% per annum or, when a Credit Facility supports the Bonds, such lower
maximum rate as may be specified in the Credit Facility. Interest will initially
be payable at the Weekly Rate, as set forth in the indenture. The Company may
change the interest rate determination method from time to time. A change in the
method, other than a change between the Daily Rate and the Weekly Rate, will
result in the Bonds becoming subject to mandatory tender for purchase on the
effective date of such change.

     When interest is payable at (a) a Daily Rate, Weekly Rate or Commercial
Paper Rate, it will be computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, and (b) a Long Term
Rate, it will be computed on the basis of a 360-day year of twelve 30-day
months.

     4. INTEREST PAYMENT AND RECORD DATES. Interest will accrue on the unpaid
portion of the principal of this Bond from the last date to which interest was
paid or duly provided for or, if no interest has been paid or duly provided for,
from the date of initial authentication and delivery of the Bonds, until the
entire principal amount of this Bond is paid or duly provided for. When interest
is payable at the rate in the first column below, interest accrued during the
period (an "Accrual Period") shown in the second column will be paid on the date
(an "Interest Payment Date") in the third column to holders of record on the
date (a "Record Date") in the fourth column:

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------
TYPE OF                           ACCRUAL                     INTEREST
INTEREST PERIOD                   PERIOD(1)                  PAYMENT DATE                 RECORD DATE
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
Daily                           Calendar Month               Fifth Business Day of the    Last Business Day of the
                                                             next month                   Accrual Period
-------------------------------------------------------------------------------------------------------------------
</Table>

----------
(1) If the Conversion Date does not coincide with the first day of the Accrual
Period for the Interest period, then the first day of such Accrual Period shall
be the Conversion Date, but all other terms and condition shall be set forth in
the above Table.

                                        3
<Page>

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
TYPE OF                     ACCRUAL                       INTEREST
INTEREST PERIOD             PERIOD(1)                    PAYMENT DATE                 RECORD DATE
-----------------------------------------------------------------------------------------------------------------
<S>                       <C>                            <C>                          <C>
Weekly                    First Wednesday of each        First Wednesday of each      Last Business Day before
                          month through the first        month                        Interest Payment Date
                          Tuesday of the next
                          succeeding month
-----------------------------------------------------------------------------------------------------------------
Commercial Paper          From 1 to 270 days as          First day following          Last Business Day before
                          determined for each Bond       Calculation Period           Interest Payment Date
                          pursuant to Section 2.05
                          of the Indenture
                          ("Calculation Period")
-----------------------------------------------------------------------------------------------------------------
Long Term                 Six-month period or            September 1 or March 1       Fifteenth of the month
                          portion thereof ending                                      before the Interest
                          February 28, 29 or August 31                                Payment Date (August or
                                                                                      February 15)
-----------------------------------------------------------------------------------------------------------------
</Table>

     5. CONVERSION OPTION. The Company shall have the option (the "Conversion
Option") to direct a change in the type of Interest Period to another type of
Interest Period by delivering to the Trustee and the Remarketing Agent written
instructions setting forth (i) the Conversion Date, (ii) the new type of
Interest Period and (iii) whether such Interest Period will be a Credit Facility
Period. If the new Interest Period is a Commercial Paper Period or a Long Term
Period and will be a Credit Facility Period, such instructions will be
accompanied by a Substitute Credit Facility, or by an amendment to the existing
Credit Facility, providing for the payment of such additional interest and
redemption premium (if any) on the Bonds as may be required under the Indenture,
and otherwise complying with the terms thereof.

     Any change in the type of Interest Period must comply with the following:
(i) the Conversion Date must be an Interest Payment Date for the Interest Period
then in effect (and, with respect to a Long Term Period, must be the last
Interest Payment Date for such Long Term Period) and (ii) no change in Interest
Period shall occur after an Event of Default shall have occurred and be
continuing.

     6. METHOD OF PAYMENT. The Trustee will be the registrar and paying agent
for the Bonds. Holders must surrender Bonds to the Trustee to collect principal
and premium, if any, at maturity or upon redemption and to collect the purchase
price for Bonds tendered for purchase as described in paragraphs 7 or 8, below.
Interest on Bonds bearing interest at a Commercial Paper Rate is payable only
after presentation of such Bonds to the Trustee, unless a Book-Entry System is
in effect with respect to such Bonds. Subject to the preceding sentence,
interest on the Bonds will be paid to the registered holder hereof as of the
Record Date by check mailed by first-class mail on the Interest Payment Date to
such holder's registered address or, with respect to Bonds

                                        4
<Page>

bearing interest at a Daily Rate, Weekly Rate or Commercial Paper Rate, by wire
transfer to an account in the continental United States if the holder provides
the Registrar with a written request therefor and the account address at least
five Business Days before the Record Date. A holder of $1,000,000 or more in
principal amount of Bonds may be paid interest at a Long Term Rate by wire
transfer to an account in the continental United States if the holder makes a
written request of the Registrar at least five Business Days before the Record
Date specifying the account address. Notices requesting wire transfers may
provide that they will remain in effect for later interest payments until
changed or revoked by another written notice. Principal and interest will be
paid in money of the United States that at the time of payment is legal tender
for payment of public and private debts or by checks or wire transfers payable
in such money. If any payment on the Bonds is due on a non-Business Day, such
payment will be made on the next Business Day, and no additional interest will
accrue as a result.

     7. MANDATORY TENDER FOR PURCHASE OF BONDS ON MANDATORY PURCHASE DATE. The
Bonds shall be subject to mandatory tender by the Registered Owners thereof for
purchase on (a) each Conversion Date other than a conversion between the Daily
Period and the Weekly Period, (b) each day immediately following the end of a
Calculation Period, (c) the first day of any Long Term Period, (d) the Interest
Payment Date immediately before the Credit Facility Termination Date (which
shall be at least one Business Day prior to such Credit Facility Termination
Date), (e) the Interest Payment Date concurrent with the effective date of a
Substitute Credit Facility, and (f) the first Interest Payment Date following
the occurrence of a Determination of Taxability for which the Trustee can give
notice of mandatory tender in accordance with the Indenture (each a "Mandatory
Purchase Date").

     Except when the Bonds are subject to mandatory tender on a day immediately
following the end of a Calculation Period, the Trustee shall deliver or mail by
first class mail a notice in substantially the form required by the Indenture at
least fifteen days prior to the Mandatory Purchase Date. When the Bonds are
subject to mandatory tender for purchase on the day immediately following the
end of a Calculation Period, the Trustee is not required to deliver or mail any
notice to the Registered Owners of the Bonds.

     Any notice given by the Trustee as provided above shall be conclusively
presumed to have been duly given, whether or not the Registered Owner receives
the notice. Failure to mail any such notice, or the mailing of defective notice,
to any Registered Owner, shall not affect the proceeding for purchase as to any
Registered Owner to whom proper notice is mailed.

     On each Mandatory Tender Date, Registered Owners of Bonds shall be required
to tender their Bonds to the Trustee for purchase by 10:30 A.M. New York City
time at a purchase price equal to 100% of the principal amount of the Bonds
tendered or deemed tendered, and any such Bonds not so tendered on the Mandatory
Purchase Date, for which there has been irrevocably deposited in trust with the
Trustee an amount of moneys sufficient to pay said purchase price of the
untendered bonds, shall be deemed to have been purchased pursuant to the
Indenture. In the event of a failure by a Registered Owner of Bonds to tender
its Bonds on or prior to the Mandatory Purchase Date by the requisite time, said
Registered Owner shall not be entitled to any payment (including any interest to
accrue subsequent to the Mandatory Purchase Date) other than said purchase price
for such untendered bonds, and any untendered bonds shall no longer be

                                        5
<Page>

entitled to the benefits of the Indenture, except for the purpose of payment of
said purchase price therefor.

     8. DEMAND PURCHASE OPTION. Any Bond bearing interest at the Daily Rate or
the Weekly Rate shall be purchased from the Registered Owners thereof at a
purchase price equal to 100% of the principal amount of the Bond tendered or
deemed tendered, plus accrued and unpaid interest thereon to the date of
purchase, upon: (a) delivery to the Trustee at its Principal Office and to the
Remarketing Agent at its Principal Office of a written notice (said notice to be
irrevocable and effective upon receipt) which (i) states the aggregate principal
amount and Bond numbers of the Bonds to be purchased; and (ii) states the date
on which such Bonds are to be purchased (the "Tender Date"); and (b) delivery to
the Trustee at its Delivery Office at or prior to 10:30 A.M. New York City time
on the date designated for purchase in the notice described in (a) above of such
Bonds to be purchased, with an appropriate endorsement for transfer or
accompanied by a bond power endorsed in blank. Furthermore, such date shall not
be prior to the seventh day next succeeding the date of delivery of the notice
unless the Daily Period is in effect. "Tender Date" means (a) during any Daily
Period, any Business Day, (b) during any Weekly Period, the seventh day (unless
such day is not a Business Day, in which case the next Business Day) following
receipt by the Trustee of notice from the Registered Owner that such Registered
Owner has elected to tender Bonds.

     9. EXTRAORDINARY REDEMPTION. During any Long Term Period, the Bonds are
subject to redemption in whole by the Issuer, at the option of the Company, at a
redemption price of 100% of the Outstanding principal amount thereof plus
accrued interest to the redemption date, in the event all or substantially all
of the Project shall have been damaged or destroyed, or there occurs the
condemnation of all or substantially all of the Project or the taking by eminent
domain of such use or control of the Project as to render it, in the judgment of
the Company, unsatisfactory for its intended use for a period of time longer
than one year.

     10. OPTIONAL REDEMPTION BY THE COMPANY. During any Daily Period or Weekly
Period, the Bonds are subject to redemption by the Issuer, at the option of the
Company, in whole at any time or in part on any Interest Payment Date, less than
all of such Bonds to be selected by lot or in such other manner as the Trustee
shall determine, at a redemption price of 100% of the Outstanding principal
amount thereof plus accrued interest to the redemption date.

     On any Conversion Date or on the day following the end of a Calculation
Period if such day is the end of the Calculation Period for all Bonds, the Bonds
are subject to redemption by the Issuer, at the option of the Company, in whole
or in part, less than all such Bonds to be selected by lot or in such other
manner as the Trustee shall determine, at a redemption price of 100% of the
Outstanding principal amount thereof plus accrued interest to the redemption
date.

     During any Long Term Period, the Bonds are subject to redemption by the
Issuer, at the option of the Company, on or after the First Optional Redemption
Date, in whole at any time or in part on any Interest Payment Date, less than
all of such Bonds to be selected by lot or in such other manner as the Trustee
shall determine, at the redemption prices (expressed as percentages of Principal
amount) set forth in the following table plus accrued interest to the redemption
date:

                                        6
<Page>

<Table>
<Caption>
         REDEMPTION DATES                                    REDEMPTION PRICES
         ----------------                                    -----------------
<S>                                                                 <C>
First Optional Redemption Date through
the last day of the twelfth calendar month
following such First Optional Redemption Date                       102%

First anniversary of the First Optional
Redemption Date through the last day of the
twelfth calendar month following such first anniversary             101%

Second anniversary of the First Optional
Redemption Date and thereafter                                      100%
</Table>

     "First Optional Redemption Date" means, with respect to a Long Term Period
less than or equal to 5 years, the first day of the 24th calendar month from the
beginning of such Long Term Period, with respect to a Long Term Period greater
than 5 years but less than or equal to 10 years, the first day of the 60th
calendar month from the beginning of such Long Term Period, and with respect to
a Long Term Period greater than 10 years, the first day of the 72nd calendar
month from the beginning of such Long Term Period.

     In the event any of the Bonds or portions thereof are called for redemption
as aforesaid, notice of the call for redemption, identifying the Bonds or
portions thereof to be redeemed, shall be given by the Trustee by mailing a copy
of the redemption notice by first class mail at least 30 days but not more than
60 days prior to the date fixed for redemption to the Registered Owner of each
Bond to be redeemed in whole or in part at the address shown on the registration
books. Any notice mailed as provided above shall be conclusively presumed to
have been duly given, whether or not the Registered Owner receives the notice.
Failure to mail any such notice, or the mailing of defective notice, to any
Registered Owner, shall not affect the proceeding for redemption as to any
Registered Owner to whom proper notice is mailed. No further interest shall
accrue on the principal of any Bond called for redemption after the date of
redemption if moneys sufficient for such redemption have been deposited with the
Trustee. Notwithstanding the foregoing, the notice requirements contained in the
first sentence of this paragraph may be deemed satisfied with respect to a
transferee of a Bond which has been purchased pursuant to the Demand Purchase
Option after such Bond has previously been called for redemption,
notwithstanding the failure to satisfy the notice requirements of the first
sentence of this paragraph with respect to such transferee, as more fully
provided in the Indenture.

     11. DENOMINATIONS; TRANSFER; EXCHANGE. The Bonds are in registered form
without coupons in denominations as follows: (1) when interest is payable at a
Daily Rate, Weekly Rate or Commercial Paper Rate, $100,000 minimum denomination,
with $5,000 increments in excess thereof and (2) when interest is payable at a
Long Term Rate, $5,000 minimum denomination and integral multiples of $5,000. A
holder may transfer or exchange Bonds in accordance with the Indenture. The
Trustee may require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Except in connection with Bonds tendered for
purchase, the Trustee will not be required to transfer or exchange any Bond
which has been called for redemption (except the unredeemed portion of any Bond
being redeemed in part) or during the period beginning 15 days

                                        7
<Page>

before the mailing of notice calling the Bonds or any portion of the Bonds for
redemption and ending on the redemption date.

     12. PERSONS DEEMED OWNERS. Except as otherwise specifically provided herein
and in the Indenture with respect to rights of Participants and Beneficial
Owners when a Book-Entry System is in effect, the registered holder of this Bond
shall be treated as the owner of it for all purposes.

     13. NON-PRESENTMENT OF BONDS. If money for the payment of principal,
premium, if any, interest or purchase price remains unclaimed for two years
after the due date therefor, the Trustee or the Tender Agent will pay the money
to the Company upon written request. After that, holders entitled to the money
must look only to the Company and not to the Trustee or the Tender Agent for
payment.

     14. DISCHARGE BEFORE REDEMPTION OR MATURITY. If the Company deposits with
the Trustee money or securities as described in, and in accordance with the
provisions of, the Indenture sufficient to pay at redemption or maturity
principal of and interest on the outstanding Bonds, and if the Company also pays
all other sums then payable by the Company under the Indenture, the lien of the
Indenture will be discharged. After discharge, Bondholders must look only to the
deposited money and securities for payment.

     15. AMENDMENT, SUPPLEMENT, WAIVER. Subject to certain exceptions, the
Indenture, the Loan Agreement or the Bonds may be amended or supplemented, and
any past default may be waived, with the consent of the holders of a majority in
principal amount of the Bonds then outstanding. Any such consent shall be
irrevocable and shall bind any subsequent owner of this Bond or any Bond
delivered in substitution for this Bond. Without the consent of any Bondholder,
the Issuer may amend or supplement the Indenture, the Loan Agreement or the
Bonds as described in the Indenture.

     16. DEFAULTS AND REMEDIES. The Indenture provides that the occurrences of
certain events constitute Events of Default. If an Event of Default occurs and
is continuing, the Trustee may declare the principal of all the Bonds to be due
and payable immediately; provided that in certain circumstances, the Trustee
shall make such declaration upon the written request of the holders of not less
than 50% in principal amount of the Bonds then outstanding and provided further,
that in the case of certain Events of Default, the principal of all of the Bonds
shall automatically become due and payable. An Event of Default and its
consequences may be waived as provided in the Indenture. Bondholders may not
enforce the Indenture or the Bonds except as provided in the Indenture. Except
as specifically provided in the Indenture, the Trustee may refuse to enforce the
Indenture or the Bonds unless it receives indemnity satisfactory to it. Subject
to certain limitations, holders of not less than 50% in principal amount of the
Bonds then outstanding may direct the Trustee in its exercise of any trust or
power.

     17. NO RECOURSE AGAINST OTHERS. No recourse shall be had for the payment of
the principal, purchase price, or redemption price of, or interest on, this
Bond, or for any claim based hereon or on the Indenture, against any member,
officer or employee, past, present or future, of the Issuer or of any successor
body, as such, either directly or through the Issuer or any such successor body
under any constitutional provision, statute or rule of law or by the enforcement
of

                                        8
<Page>

any assessment or by any legal or equitable proceeding or otherwise. Each
Bondholder by accepting a Bond waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Bond.

     18. AUTHENTICATION. This Bond shall not be valid until the Registrar signs
the certificate of authentication on the other side of this Bond.

     19. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Bondholder 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), U/G/M/A (= Uniform Gifts to
Minors Act), and U/T/M/A (= Uniform Transfers to Minors Act).

     A copy of the Indenture may be inspected at the office of the Trustee
located at SunTrust Bank, 424 Church Street, Nashville, Tennessee 37219,
Attention: Corporate Trust Department.

                                        9
<Page>

     IN WITNESS WHEREOF, The Industrial Development Board of White County,
Tennessee has caused this Bond to be executed in its name by the manual or
facsimile signature of its Chairman (or Vice Chairman) and its corporate seal to
be impressed or printed hereon and attested by the manual or facsimile signature
of its Secretary (or Assistant Secretary).

                                        THE INDUSTRIAL DEVELOPMENT BOARD
                                        OF WHITE COUNTY, TENNESSEE

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

(SEAL)

Attest:

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

                                       10
<Page>

                     (Form of Certificate of Authentication)

                          CERTIFICATE OF AUTHENTICATION

Date of Authentication:______________________

     This Bond is one of the Bonds of the issue described in the
within-mentioned Indenture of Trust.

                                        SUNTRUST BANK,
                                        as Trustee

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

                                    * * * * *

                                       11
<Page>

                        (Form of Assignment and Transfer)

     FOR VALUE RECEIVED, _______________ the undersigned, hereby sells, assigns
and transfers unto _______________________ (Tax Identification or Social
Security No. ______________) the within Bond and all rights thereunder, and
hereby irrevocably constitutes and appoints _____________________ attorney to
transfer the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:______________

Signature Guarantee:

-----------------------------               ---------------------------------
(Authorized Officer)                        NOTICE:  The signature to this
Signature must be guaranteed                assignment must correspond with
by an institution which is a                the name as it appears upon the
participant in the Securities               face of the within Bond in every
Transfer Agent Medallion                    particular, without alteration or
Program (STAMP) or similar                  enlargement or any change
program.                                    whatever.

                                       12
<Page>

                                 [DTC FAST RIDER

Each such certificate shall remain in the Trustee's custody subject to the
provisions of the FAST Balance Certificate Agreement currently in effect between
the Trustee and DTC - FAST Agreement.]

                                       13
<Page>

                                                                     EXHIBIT "B"

                      FORM OF NOTICE FROM TRUSTEE TO OWNER
                        REGARDING MANDATORY PURCHASE DATE
                        ---------------------------------

[Name and address of Owner]

     Re: $5,000,000 The Industrial Development Board of White County, Tennessee
Industrial Development Revenue Bonds (Genlyte Thomas Group, LLC Project) Series
2001

     The undersigned officer of SunTrust Bank, as Trustee with respect to the
captioned Bonds (the "Bonds"), pursuant to the provisions of Section 4.01 of
that certain Indenture of Trust (the "Indenture"), dated as of September 1,
2001, by and between The Industrial Development Board of White County, Tennessee
and the Trustee, does hereby notify you that the Bonds are subject to mandatory
tender on __________ (the "Mandatory Purchase Date"). All owners of Bonds shall
be deemed to have tendered their Bonds for purchase on the Mandatory Purchase
Date and shall no longer be entitled to the benefits of the Indenture; interest
will cease to accrue on such Bonds for the benefit of the owners of the Bonds on
and after the Mandatory Purchase Date. The Bonds should be delivered to the
Trustee at 424 Church Street, 6th Floor, Nashville, Tennessee 37219, Attention:
Corporate Trust Department on _______________.

     This _____ day of ___________________, _____.

                                        SunTrust Bank, as Trustee

                                        --------------------------------
                                        Title:

                                       14

</TEXT>
</DOCUMENT>
